Addendum 6 Page 1

Retail Concessions at PHX Terminal 4 RCS RCS AVN15-101

Addendum 6

Issued June 24, 2016 The Retail Concessions at PHX Terminal 4 RCS, RCS AVN15-101, is amended as follows: 1. RCS Schedule

Please update the following dates for Phase 2 on page 1: All dates are subject to change without prior notice. The City of Phoenix is not responsible for costs or losses incurred by any Respondent due to date changes.

PHASE 2 ACTIVITY (All times are local Phoenix time) DATE Publish an Addendum June 24, 2016 Business Information Meeting at 1:30 p.m. July 14, 2016 Pre-Response Meeting at 9:00 a.m. August 2, 2016 Question Deadline: Submit Written Questions by 11:00 a.m. August 9, 2016 Answer Deadline: Answers to Written Questions August 19, 2016 Phase 2 – Solicitation Deadline Submit Response by 11:00 a.m. September 8, 2016 Phase 2 – Evaluation of Responses October - November 2016 Phase 2 – Short-Listing, if necessary December 2016 Phase 2 – Respondent Interviews January 2017 Phase 2 – Award Recommendation to Phoenix City Council April 2017 Phase 2 – Commencement of Lease May 2017

2. RCS Lease Term and Contractual Relationship

Please update Section I (F) with the following paragraph: Unless otherwise terminated under the terms of the Lease, all T4 retail Leases will end on the same date. The City intends that Leases will end on August 31, 2024. Update Section I (H) (Pre-Response Meeting) with the following paragraph: Respondents are strongly encouraged to attend the pre-response meeting which will be held in the Aviation Facilities & Services Building, 2515 E. Buckeye Road, Phoenix, AZ 85034. Enter the Building using the door facing Buckeye Road and follow the signs to the 2nd Floor Conference Room. Park in the parking lot on the SE corner of 25th Place and Buckeye Road, on the date and time listed on page 1. Please register for the Pre-Response Meeting by emailing busopps.aviation@phoenix.gov.

Addendum 6 Page 2

3. T4 Historic Gross Sales

Updated historic gross sales which includes through April 2016 have been posted at https://www.phoenix.gov/solicitations/35

4. Concepts from Package 1

The concepts, by locations, from Package 1 have been posted at https://www.phoenix.gov/solicitations/35

5. RCS Introduction Please reference the table below for updated enplaned passengers, replace table in Section I (A) (Background) with the following:

T4 Enplaned Passengers by Airline by Calendar Year

Airline 2012 2013 2014

2015 2016

(Jan-April) Aeromexico(1) 13,696 11,788 9,188 - - Air Canada 79,360 78,629 81,451 102,569 60,699 American(2) - - 678,664 5,927,676 3,553,305 Air Trans Airways(3) 83,950 530 - - - British Airways 88,854 98,292 101,535 104,743 32,804 Southwest 6,226,454 6,224,791 6,458,307 7,049,484 2,387,506 US Airways(5) 9,822,984 9,872,421 10,144,816 5,181,504- - Volaris - 4,521 21,793 17,354 6,327 Westjet 157,819 169,445 194,845 224,097 117,743 TOTAL 16,473,117 16,460,417 17,690,599 18,607,427 6,158,384 (1) Aeromexico stopped service at PHX in Oct 2014 (2) American Airlines moved to T4 in March 2014 (3) Air Trans Airways was acquired by Southwest Airlines in 2011 (4) Volaris Airlines started service in PHX in October 2013 (5) US Airways merged operations with American in July 2015

6. RCS – Scope Overview

Please replace Section II (B) (Concession Spaces by Phase) with the following:

Phase 2 Pkg. # Store ID# Location Retail Category Sq. Ft. 9 N3-R22 N3

Concourse News & Gifts 2,100

L-R11 Lobby Fashion Jewelry (national name brand preference) 628 N1-R16 N1 Concourse Open Concept 200 2,928 10 N2-R17 N2

Concourse News & Gifts 2,100

L-R12 Lobby Drugstore 2,465 4,565

Addendum 6 Page 3

11 S2-R40 S2 Concourse

News & Gifts 1,900

L-R9 Lobby Travel Access. & Leather (nat'l name brand preference) 1,022 S3-R34 S3 Concourse Travel Access. & Leather (nat'l name brand preference) 1,148 N3-R23 N3 Concourse Open Concept 1,041 5,111 12 L-R1 Lobby News & Gifts 1,646 S4-R31 S4 Concourse Souvenirs 286 S3-R35 S3 Concourse Open Concept 368 2,300 13 L-R6 Lobby Nate American 1,066 N2-R18 N2 Concourse Native American 929 S2-R39 S2 Concourse Native American 990 2,985 14 N3-R24 N3 Concourse High Tech 1,050 S2-R38 S2 Concourse High Tech 350 1,400 15 L-R10 Lobby Duty Free/Duty Paid 1,069 N4-R29 N4 Concourse Duty Free/Duty Paid 1,050 2,119 16 L-R8 Lobby Open Concept 951 951 Phase 2: 8 Packages, Sq. Ft. 22,359 Phase 1 & 2 Total Sq. Ft. 40,284

This addendum modifies the table as follows:

Modify Package 9, N1-R16 to an Open Concept; Modify Package 11, S3-R34 to 1,148 sq. ft.;

Modify Package 12, S3-R35 to 368 sq. ft; and

Reallocate Phase 1, Package 6, L-R8 Open Concept 951 sq. ft. to Package 16 in Phase 2.

No Responses were received for this concept in Phase 1. Increasing Phase 2 square footage to 22,359 sq. ft.

7. RCS – Scope Overview Add the following new section Section II (J) (Equal Opportunity Requirements) as follows: In 2015, Phoenix City Council amended Phoenix City Code Section IV, Article V, 18-21 Equal

Opportunity Requirements, known as the Equal Pay Act, to define expectations of all lessees with the City of Phoenix. Attachment F details this Act, as well as Federal and State provisions. As part of the Response for this RCS, Respondents are required to provide information on how they support, communicate, ensure and comply with these requirements. Respondents are expected to be as detailed as possible when completing B. Form of

Addendum 6 Page 4

Responses, Tab 7 – Employee Incentives.

8. RCS – Response Instructions Please replace the 4th dot point with the following to Section III (A) (Delivery of Responses) as noted:

One (1) electronic copy of the Response on a CD-Rom or USB drive, using Microsoft Word, except for renderings in the design section and for fillable forms, and in the same page order as the hard copy.

Replace the 2nd paragraph in Section III (A) (Delivery of Responses) in its entirety as follows:

Responses must be received during normal business hours by Aviation’s administrative receptionist at the address listed on page 1 before the solicitation deadline listed on page 1. Aviation administrative office normal business hours are 8:00 a.m. to 5:00 p.m. Phoenix time. Respondents may correct or withdraw their Responses any time before the solicitation deadline listed on page 1.

Replace the 3rd paragraph with the following to Section III (B) (Form of Responses) in its entirety as follows:

Narrative portions of the Response must be submitted on 8.5” x 11” paper with Arial font of at least 12 pt. Architectural renderings, layout/space plans, and copies of material boards may be submitted on 11” x 17” paper. The Response and each hard copy must each be submitted in a 3-ring 8.5” x 11” binder. The pages of each Response must be numbered including the electronic copies.

Add 6th dot point to Section III (B) (Form of Responses Tab 1 General Information) as follows:

• Solicitation Conflict and Transparency Disclosure Form (Attachment L)

Modify Tab 7 in Section III (B) (Employee Incentives) Replace the last dot point “Informing employees of the Equal Pay Act and proposed compliance

with the Act.” with • “Equal Pay Act-provide a description of support, communication and compliance with this

requirement including but not limited to initial and on-going communication with employees; methods of compliance; procedures and documentation to assure compliance; and corrective actions, if necessary.”

9. RCS—Evaluation Panel

In Section IV (B) replace the first paragraph with the following paragraph:

The Aviation Director will appoint an evaluation panel or panels to evaluate responsive

Responses and recommend the Respondents to be awarded the Leases resulting from this

Addendum 6 Page 5

RCS. The Aviation Director may accept the evaluation panel's recommendations and submit it to the Phoenix City Council for approval, or may reject the recommendations. If only one Response is responsive to a package, then the Aviation Director shall have the discretion to determine whether the evaluation panel(s) or staff will evaluate that responsive Response.

10. RCS - General Terms and Conditions of the Response

Add the following paragraph to Section V (A) (Solicitation Transparency Policy):

See Solicitation Conflict and Transparency Disclosure Form (Attachment L) for additional detail. This form must be completed and submitted with your Response.

Addendum 6 Page 6

11. Attachment A – Retail Category Descriptions

Replace Attachment A-12 in its entirety as follows:

Fashion Jewelry (National Brand Name Preference)

Phase-

Pkg Store ID

Location

Sq. Ft.

Other Retail Categories in the Area

2-9

L-R11

Lobby

628

Duty Free/ Duty Paid, Native American, Drugstore, Contemporary Art and Local/ Regional Crafts, Open Concept, Travel Accessories and Leather, and Souvenirs

The space is an inline store located in the Lobby. It is the City's preference that the space be a national brand name concept that feature a variety, and the latest in quality brand name fashion jewelry. Jewelry can be made from a variety of metals such as gold, sterling silver, silver-plated brass, and vermeil; and incorporate materials such as high-end crystals, cubic zirconia, simulated diamonds and semi-precious stones. The jewelry can also be comprised of other materials such plastics, acrylic, leather and wood, as long as the materials are high quality and enhance the design of the jewelry. At a minimum, the merchandise should include necklaces, pendants, charms, earrings, rings, and bracelets. Examples of jewelry stores include Pandora, Metalsmiths Sterling, Swarovski, Erwin Pearl, and Fire & Ice. Other examples of brand name jewelry include Kate Spade, Betsey Johnson, Judith Jack, Kenneth Cole, Carolee, Lucky Brand, Michael Kors, Ralph Lauren, Anne Klein, GUESS, Brighton, and BaubleBar.

The operator of the fashion jewelry concession space will be allowed to sell complementary merchandise as long as the merchandise is branded with the same name as the fashion jewelry and the amount of space allocated to the complementary merchandise is not more than 20% of the floor space of the store.

Sample Merchandise List: Bracelets Necklaces and pendants Earrings Rings Charms Watches Jewelry cases, organizers, and travel pouches Jewelry cleaning cloths

Addendum 6 Page 7

Replace Attachment A-23 in its entirety as follows:

Open Concept

Phase-

Pkg Store ID Location Sq. Ft. Other Retail Categories in the Area

1-2

N2-R21

N2

200

News & Gifts, Men's and/or Women's Clothing and Accessories , Native American, and High Tech

1-3

N3-R25

N3

200

News & Gifts, High Tech, Chocolates/Candy, and the other Open Concept on N3 in Phase- Pkg. 2-11

2-9 N1-R16 N1 200 News & Gifts inline store and News & Gifts

wall unit

2-11

N3-R23

N3

1,041

News & Gifts, High Tech, Chocolates/Candy, and the other Open Concept on N3 in Phase- Pkg. 1-3

2-12 S3-R35 S3 368 News & Gifts, High Tech, and Travel Accessories and Leather

2-16

L-R8

Lobby

951

Native American, Souvenirs, High Tech, Travel Accessories and Leather, Fashion Jewelry, Contemporary Art and Local/Regional Crafts, Drugstore, and Duty Free/ Duty Paid

The City has designated s i x (6) concession spaces for "Open Concepts". Th ree (3) of the spaces are wall units and three (3) spaces are inline stores. The Open Concepts are intended to give Respondents the opportunity to propose concepts that are not listed in the RCS, but would complement the retail program and the concepts located in the area of the Open Concept spaces. The City of Phoenix encourages Respondents to be creative. The Open Concepts may be local/regional, national and international branded concepts. However, Respondents for these concession spaces would be prohibited from proposing the following merchandise/concepts, regardless of the brand:

1. News & Gifts concept or any concept that sells reading materials, sundries, pre- packaged snacks, bottled/canned beverages, and/or general souvenirs

2. High Tech 3. Massage/ Nail Bar/Spa Products 4. Duty Free/ Duty Paid 5. Any of the retail concepts or merchandise included in the concession spaces located in

the same area of the Open Concept's location

Addendum 6 Page 8

Replace Attachment A-25 in its entirety as follows:

Travel Accessories and Leather (National Brand Name Preference)

Phase- Pkg

Store ID

Location

Sq. Ft.

Other Retail Categories in the Area

2-11

L-R9

Lobby

1,022

Native American , Contemporary Art and Local/ Regional Crafts, Souvenirs, Duty Free/ Duty Paid, Fashion Jewelry, Drugstore,

2-11 S3-R34 S3 1,148 News & Gifts, High Tech, and Open Concept

It is the City's preference that the concession spaces are national brand name stores that carry a variety of travel accessories, luggage, leather goods, and handbags. The products should address the needs and preferences of both business and leisure travelers. The stores will be limited to 1% of floor space to the sale of high tech merchandise since there will be a High Tech store in close vicinity to both Travel Accessories and Leather stores.

Examples of stores that fit this merchandise category include Magellan, TravelSmith, Coach, Tumi, Michael Kors, Vera Bradley, and Brighton.

Sample Merchandise List: Luggage Neck pillow and blankets Leather wallets and belts Passport and currency wallets Luggage tags and locks Umbrellas Business card cases Brief cases Travel/carry-on bags Handbags Duffle bags Backpacks Waist/utility packs Packing organizers Toiletry cases Clothing care Other travel accessories

All new attachments can be found at the end of this Addendum.

Addendum 6 Page 9

12. Attachment B, Exhibit 3 Tenant Design Criteria

Replace Attachment B, Exhibit 3, Pages B-153 and B-154, in their entirety with the following attached hereto labeled Attachment B-153 (Revised 6/13/16) and Attachment B-154 (Revised 6/13/16).

13. Attachment B, Exhibit 10 Airport Concession Disadvantaged Business Enterprise (ACDBE) Program Race- and Gender-Neutral Lease Clause Replace Exhibit 10 Airport Concession Disadvantaged Business Enterprise (ACDBE) in its entirety.

14. Attachment G-A – Respondent’s Qualifications and Experience

Replace Attachment G-A in its entirety with Attachment G-A (Revised 6/14/16).

15. Attachment G-A-1 – Contact Information for Locations Provided in Attachment G-A

Replace Attachment G-A-1 in its entirety with Attachment G-A-1 (Revised 6/14/16).

16. Attachment G-B – Respondent’s Experience Managing and Operating a Variety of Concepts

Replace Attachment G-B in its entirety with Attachment G-B (Revised 6/14/16).

17. Attachment G-C – Experience of Respondent and Respondent’s Subtenant and/or Joint Venture Partner with Proposed Concepts

Replace Attachment G-C in its entirety with Attachment G-C (Revised 6/14/16).

18. Attachment I-A-2 – Concept Descriptions

Replace Attachment I-A-2 in its entirety with Attachment I-A-2 (Revised 6/14//16).

19. Attachment J-C – Pro Forma Financial Statements and Cash Flow

Add Footnote #3 to Attachment J-C as follows: A separate sheet is required for the entire package.

20. Attachment L – Solicitation Conflict and Transparency Disclosure Form Add Attachment L Solicitation Conflict and Transparency Disclosure form.

Attachment B-153 (Revised 6/13/16)

Attachment B-154 (Revised 6/13/16)

Attachment B Exhibit 10 (Revised 6/17/16)

ACDBE Contract Clause Attachment B-185 EOD Effective 6/17/16

RETAIL CONCESSIONS AT PHX TERMINAL 4 RCS

Airport Concession Disadvantaged Business Enterprise (ACDBE) Program Race- and Gender-Neutral Lease Clause

SECTION I DEFINITIONS The following definitions shall apply to this Exhibit, Airport Concession Disadvantaged Business Enterprise (ACDBE) Program Race- and Gender-Neutral Lease Clause: Airport Concession Disadvantaged Business Enterprise (ACDBE) means a firm that has been granted ACDBE certification status by the City acting as a member of the Arizona Unified Certification Program pursuant to the criteria contained in 49 Code of Federal Regulations (CFR) Parts 23 and 26. Arizona Unified Certification Program (AZUCP) is a consortium of government agencies organized to provide reciprocal ACDBE and DBE certification within Arizona pursuant to 49 CFR Part 26. The official ACDBE and DBE database containing eligible ACDBE and DBE firms certified by AZUCP can be accessed at: www.adot.dbesystem.com. The certification system is called the Arizona Unified Transportation Registration and Certification System (AZ UTRACS). City means the City of Phoenix. Commercially Useful Function means that an ACDBE or DBE is responsible for executing the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. If an ACDBE or DBE does not perform or exercise responsibility for at least 30% of the total cost of the contract with its own work force, or if the ACDBE or DBE subcontracts a greater portion of the work of a contract than would be expected on the basis of normal industry practice for the type of work involved, the ACDBE or DBE is presumed not to be performing a Commercially Useful Function. Compliance Specialist means a City employee responsible for compliance with this Lease Clause. Concession means a business that primarily serves the public on an airport. This includes direct sales or services, management contracts, advertising contracts and goods and services providers. Contract is a written agreement between any of the following parties: Respondent and JV partner, sublessee, subcontractor, or a Goods and Services Provider. DBE stands for disadvantaged business enterprise. In this context, DBE means a Small Business Concern that has successfully completed the DBE certification process and has been granted DBE status by an AZUCP member pursuant to the criteria contained in 49 CFR Part 26. EOD means the City of Phoenix Equal Opportunity Department. Goods and Services Providers are firms that provide goods and services that represent a Commercially Useful Function directly to airport concessionaires as an ACDBE, DBE or small business. Joint Venture (JV) means an association between two or more persons, partnerships, corporations, or any combination thereof, formed to carry on a single business activity. For purposes of this Lease Clause, one participant in the JV arrangement must be a certified ACDBE or DBE by an AZUCP member. The JV is limited in scope and duration to this Lease. The resources, asset and labor of the participants must be combined in an effort to accrue profit.

Attachment B Exhibit 10 (Revised 6/17/16)

ACDBE Contract Clause Attachment B-186 EOD Effective 6/17/16

Lease is a written agreement for a direct concession opportunity with the City. Outreach Efforts means the diligent and good-faith efforts demonstrated by a Respondent to solicit participation from interested and qualified ACDBEs, DBEs and other Small Businesses. Respondent shall: identify and document potential business opportunities for ACDBEs, DBEs and other Small Businesses; describe what efforts were undertaken to solicit ACDBE, DBE and Small Business participation; disclose results of negotiations with ACDBEs, DBEs and Small Businesses; and communicate and record Respondent’s selection decisions relating to ACDBE, DBE and Small Business participants. Respondent means an individual, partnership, JV, corporation or firm that submits a Response to the City to perform services requested by a RCS. Response is a written proposal to the City prepared by a Respondent to perform services. Revenue Contract Solicitation (RCS) is a solicitation or procurement issued by the City. Race- and Gender-Neutral (RGN) Measures means effort(s) or program(s) that is, or can be, used to assist all Small Businesses, in the absence of a goal. Small Business means, with respect to firms seeking to participate as ACDBEs or DBEs in contracts funded by the U.S. Department of Transportation (US DOT), a Small Business Concern as defined in section 3 of the Small Business Act and Small Business Administration regulations implementing the Act (13 CFR part 121), which Small Business Concern does not exceed the cap on average annual gross receipts specified in 49 CFR § 26.65(b) and self-identified small businesses. “Small Business” and “Small Business Concern” are used interchangeably in this Lease Clause. Subcontractor means an individual, partnership, JV, corporation or firm that holds a contract at any tier below the Lease, including a vendor under a purchase order. Sublease is an agreement between the Respondent and another entity or entities [sublessee(s)]. Successful Respondent means an individual, corporation, firm or JV that has been selected by the City to perform services requested by a RCS. SECTION II GENERAL REQUIREMENTS A. Applicable Federal Regulations. This Lease is subject to ACDBE requirements issued by USDOT in 49

CFR Parts 26 and 23. Despite the lack of a race- and gender-conscious ACDBE participation goal for this Lease, the Agency must track and report ACDBE and DBE participation that occurs as a result of any procurement, JV, goods/services, or other arrangement involving an ACDBE or DBE. For this reason, the Successful Respondent shall provide all relevant information to enable the required reporting.

B. ACDBE Participation. For this solicitation, the City has not established a race- or gender-conscious ACDBE

participation goal. The City extends to each individual, firm, vendor, supplier, contractor, and subcontractor an equal economic opportunity to compete for business. The City uses race- and gender-neutral measures to facilitate participation by ACDBEs, DBEs and Small Businesses. The City encourages each Respondent to voluntarily subcontract or joint venture with ACDBEs, DBEs and Small Businesses to perform part of the work—a Commercially Useful Function—that Respondent might otherwise perform with its own forces. The City also encourages each Respondent to voluntarily utilize ACDBE’s DBEs and Small Business Concerns as suppliers of Goods and Services. The City also encourages each Respondent to voluntarily utilize ACDBE’s, DBEs and Small Business Concerns as Suppliers of Goods and Services.

Attachment B Exhibit 10 (Revised 6/17/16)

ACDBE Contract Clause Attachment B-187 EOD Effective 6/17/16

C. Counting DBE Participation. The City will count ACDBE and DBE participation as authorized by federal

regulations. A summary of these regulations can be found at www.phoenix.gov/eod . D. ACDBE and DBE Certification. Only firms (1) certified by the City or another AZUCP member, and (2)

contracted to perform a Commercially Useful Function on scopes of work for which they are certified, may be considered to determine ACDBE and DBE participation resulting from RGN measures on this Lease. This ACDBE and DBE determination affects the City’s tracking and reporting obligations to USDOT.

E. Civil Rights Assurances. As a recipient of USDOT funding, the City has agreed to abide by the assurances

found in 49 CFR Parts 21 and 26. Each Lease signed by the City and the Successful Respondent, and each Subcontract signed by the Successful Respondent and a Subcontractor, must include the following assurance verbatim:

“The contractor, subrecipient, or subcontractor shall not discriminate on the basis of race, color, national origin, sex, or creed in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Parts 21 and 23 in the award and administration of USDOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the City of Phoenix deems appropriate.”

Note: For purposes of the required Contract and Subcontract language above, the Successful Respondent is the “contractor.”

SECTION III REQUIRED OUTREACH EFFORTS The City has implemented outreach requirements for this Lease. Specifically, each Respondent shall: (1) identify small-business-participation opportunities, including Commercially Useful Functions; (2) actively solicit proposals from small businesses; (3) evaluate small-business proposals; and (4) communicate selection decisions to small businesses, including each rejection of a small-business proposal. If a Respondent fails to conduct these Outreach Efforts or fails to submit the required documentation of Respondent’s Outreach Efforts as indicated in Section IV, Parts A, B and C below, the City may determine that the Respondent’s proposal is nonresponsive. A determination of nonresponsiveness disqualifies Respondent from further consideration for the Lease award. SECTION IV SUBMITTAL REQUIREMENTS Attachments C-A and C-B, along with supporting documentation for Attachment C-A are due with the Response. A. Attachment C-A. Each Respondent shall complete and submit Attachment C-A documenting its diligent,

good-faith Outreach Efforts.

a. Each Respondent shall list in Attachment C-A all ACDBEs, DBEs and Small Businesses contacted by Respondent in preparing its Response. Each Respondent shall also provide the following minimum information to document its Outreach Efforts. The Compliance Specialist will consider this information to determine whether Respondent has demonstrated the required Outreach Efforts:

a. Each business’s full legal name and contact information; b. Business status (ACDBE, DBE, Small Business, SBE, or unknown); c. Scope of work solicited (brief description, percentage of contract value); d. Solicitation method (personal contact, telephone, fax, e-mail, other); e. Selection process; and

Attachment B Exhibit 10 (Revised 6/17/16)

ACDBE Contract Clause Attachment B-188 EOD Effective 6/17/16

f. Communication of selection outcome to each participant.*

*Respondent shall provide supporting documentation that shows Respondent has communicated its final selection decisions and outcomes to all ACDBEs, DBEs and Small Businesses not chosen to participate in this Lease.

b. Each Respondent shall complete Attachment C-A in accordance with the following instructions.

a. Each Respondent shall actively contact ACDBEs, DBEs or Small Businesses for each scope of work

or business opportunity selected for Outreach Efforts (Columns A and C). b. Respondent’s contacts with ACDBE’s, DBEs and Small Businesses should occur well before the

Response deadline to afford the firms contacted a reasonable opportunity to prepare a proposal and participate in the Lease.

c. Respondent shall ask each firm to indicate the number of its employees (Column A). d. For each ACDBE’s, DBE’s or Small Business’s annual gross receipts, Respondent shall ask the firm

to indicate the gross-receipts bracket into which it fits (e.g., less than $500,000; $500,000 – $1 million; $1 – 2 million; $2 – 5 million; etc.) rather than requesting an exact figure from the firm (Column A).

e. If Respondent does not select an ACDBE, DBE or Small Business to participate in the Lease, Respondent shall explain the reason why (Column E).

f. Respondent shall notify each ACDBE, DBE or Small Business contacted whether or not Respondent selected the firm. Respondent shall notify all firms not selected, and Respondent shall state when (date) and how (method) the selection outcome was communicated to each firm (Column F).

B. Attachment C-A Supporting Documentation. Each Respondent shall complete and submit supporting

documentation of its Outreach Efforts related to Attachment C-A.

a. Respondent shall submit with Attachment C-A all supporting documentation of Respondent’s contacts with ACDBEs, DBEs or Small Businesses for each scope of work or business opportunity selected for Outreach Efforts.

b. This documentation must include: (1) descriptions of scopes of work and business opportunities identified

for ACDBEs, DBE and Small Business participation, and (2) a copy of the actual solicitation sent to interested ACDBEs, DBEs and Small Businesses. The solicitation may be in the form of a letter, attachment to an e-mail, advertisements in newspapers and trade papers, or written communications with chambers of commerce and/or other organizations.

c. Respondent shall submit documentation that establishes how Respondent communicated its selection

decisions and outcomes to each ACDBE, DBE and Small Businesses not selected for this Lease. This documentation may be in the form of a letter, e-mail, fax, or a telephone log and must show the name of the person contacted and date.

d. For all of the above documentation, if Respondent uses a blast e-mail or fax format, the documentation

submitted must include the a copy of the e-mail or fax, and Respondent must disclose all e-mail addresses and fax numbers to which the solicitation or outcome notification was sent and the date and time of the transmission. For telephone contacts, Respondent shall document the date and time of the call and the names of the respective persons representing Respondent and the ACDBE, DBE or Small Business.

C. Attachment C-B. Respondent shall sign and submit Attachment C-B, which commits Respondent to the City

as follows:

a. The firms indicated as “selected” in Attachment C-A will participate in the Lease;

Attachment B Exhibit 10 (Revised 6/17/16)

ACDBE Contract Clause Attachment B-189 EOD Effective 6/17/16

b. The Respondent will comply with the Race- and Gender-Neutral post-award requirements as stated in Sections V and VI below;

c. Any and all changes or substitutions will be authorized by the Compliance Specialist before implementation; and

d. The proposed total Small Business participation percentage is true and correct.

Respondent shall ensure that the percentages proposed for Small Business participation on Attachment C-A equal the total percentage proposed in Attachment C-B.

D. Failure To Meet Outreach Requirements. The Compliance Specialist will determine, in writing, whether

Respondent has satisfied all outreach requirements. If the Compliance Specialist determines that Respondent has failed to satisfy the outreach requirements (specified in Sections III and IV, Parts A, B, and C), then the Compliance Specialist may determine that the Response is nonresponsive. A determination of nonresponsiveness disqualifies Respondent from further consideration for the Lease award. The City shall send written notice to Respondent stating the basis for the Compliance Specialist’s decision.

E. Administrative Reconsideration. If the Compliance Specialist determines that Respondent failed to submit

required documentation to meet the stated outreach requirements in Section III, the City will permit Respondent to request EOD to reconsider this determination. In its request for reconsideration, Respondent may clarify its Response. But Respondent may not submit or refer to new or revised documents or information. EOD will only reconsider the original Response as clarified in the request for reconsideration.

If Respondent requests EOD to reconsider the Compliance Specialist’s determination of nonresponsiveness based on insufficient demonstration of Outreach Efforts, Respondent must provide written notice to the City and EOD within three (3) business days of the City’s notice of disqualification to Respondent. The request for reconsideration should be addressed to:

City of Phoenix Equal Opportunity Department Business Relations Division-Contract Compliance Section 200 West Washington Street, 15th Floor Phoenix, AZ 85003

With a copy e-mailed to the Procurement Officer and the Compliance Specialist.

SECTION V POST-AWARD GENERAL REQUIREMENTS A. Subcontracting Commitment. Promptly after Lease award, the Successful Respondent shall submit to City

copies of all executed contracts, purchase orders, subleases, JV agreements, and other arrangements formalizing agreements between Successful Respondent and any ACDBE, DBE or Small Business.

The Successful Respondent shall not terminate any ACDBE, DBE or Small Business Subcontracts, and the Successful Respondent shall not alter the scope of work or reduce the Subcontract amount, without the Compliance Specialist’s prior written approval. Any request to alter an ACDBE, DBE or Small Business Subcontract must be submitted in writing to the Compliance Specialist before any change is made. If the Successful Respondent fails to do so, the City may declare the Successful Respondent in breach of the Lease.

B. Post-Award Relief From DBE Requirements. After Lease award, the City will not grant relief from the

proposed ACDBE, DBE or Small Business utilization except in extraordinary circumstances. The Successful Respondent’s request to modify ACDBE, DBE or Small Business participation must be in writing to the Compliance Specialist, who has final discretion and authority to determine if the request should be granted.

Attachment B Exhibit 10 (Revised 6/17/16)

ACDBE Contract Clause Attachment B-190 EOD Effective 6/17/16

The Successful Respondent’s waiver request must contain the amount of relief being sought, evidence demonstrating why the relief is necessary, and any additional relevant information the Compliance Specialist should consider. The Successful Respondent shall include with the request all documentation of its attempts to subcontract with the ACDBE, DBE or Small Business and any other action taken to locate and solicit a replacement ACDBE, DBE or Small Business. If an approved ACDBE or DBE allows its ACDBE or DBE status to expire or its ACDBE or DBE certification is removed during the course of the subcontract, the City will consider all work performed by the ACDBE or DBE under the original contract to count as ACDBE or DBE participation. No increased scopes of work negotiated after expiration or revocation of the ACDBE’s or DBE’s certification may be counted. Likewise, any work performed under a Lease extension granted by the City may not be counted as ACDBE or DBE participation.

C. Substitutions. If an ACDBE or DBE was approved by the City, but the firm subsequently loses its ACDBE or DBE status before execution of a contract, the Compliance Specialist will consider whether or not the Successful Respondent has exercised diligent and good-faith efforts to find another ACDBE or DBE as a replacement. The Successful Respondent shall notify the Compliance Specialist in writing of the necessity to substitute an ACDBE, DBE or Small Business and provide specific reason(s) for the substitution or replacement. Actual substitution or replacement of an ACDBE, DBE or Small Business may not occur before the Compliance Specialist’s written approval has been obtained.

SECTION VI. RECORDS & REPORTING REQUIREMENTS

A. Records. During performance of the Lease, the Successful Respondent shall keep all records necessary to

document ACDBE, DBE and Small Business participation. The Successful Respondent shall provide the records to the City within 72 hours of the City’s request and at final completion of the Lease. The City will prescribe the form, manner, and content of reports. The required records include:

1. A complete listing of all Subcontractors and suppliers on the project; 2. Each Subcontractor’s and supplier’s scope performed; 3. The dollar value of all subcontracting work, services, and procurement; 4. Copies of all executed Subcontracts, purchase orders, and invoices; 5. Total operating expenses and total costs of goods sales; and 6. Copies of all payment documentation.

B. Reports. The Successful Respondent shall be required to track and report all ACDBE, DBE and/or small

business participation that occurs as a result of a contract, procurements, purchase orders, subleases, JV, goods/services or other arrangements involving sub-tier participation. Such documentation must be entered monthly into the internet based reporting program Business2Government (B2G) System at www.phoenix.diversitycompliance.com .

C. JVs. In instances where ACDBE, DBE or small business participation occurs as the result of a JV arrangement with a Respondent, the Successful Respondent is required to complete JV documentation, and cooperate and participate in a review of the utilization of the JV participants at least once a year. The review will determine the percentage of participation that will be counted for ACDBE, DBE and small businesses and the participation of ACDBE and DBE’s to be reported to the Federal Aviation Administration each year of the Lease.

Attachment B Exhibit 10 (Revised 6/17/16)

ACDBE Contract Clause Attachment B-191 EOD Effective 6/17/16

Attachment G-A (Revised 6/14/16)

Attachment G-A-1 (Revised 6/14/16)

Attachment G-B (Revised 6/14/16)

Attachment G-C (Revised 6/14/16)

Attachment 1-A-2 (Revised 6/14/16)

Attachment L

Solicitation Conflict and Transparency Disclosure

All questions must be answered or your Response will be non-responsive.

1. Name of person submitting this disclosure form.

First: M.I. Last: Suffix:

2. Contract information.

a) Solicitation # or Name:

3. Name of individual(s) or entity(ies) seeking a contract with the City (i.e. parties to the contract).

4. List any individual(s) or entity(ies) that is a partner, parent, joint venture, or subsidiary entity(ies) of the individual or entity listed in Question 3.

Not applicable. Contracting party(ies) does not have partner, parent, joint venture, or subsidiary

entities.

Names of partner, parent, joint venture or subsidiary entities, and all board members, executive committee members, and officers of each entity:

5. List any individuals or entities that will be subcontractors on this contract.

Not applicable. No subcontracts will be retained for this contract.

Subcontractors may be retained, but have not been selected at the time of this submission.

List of subcontracts, including the name of the owner(s), and business name:

6. List any attorneys, lobbyist, or consultants retained by any individuals listed in Question 3, 4, or 5 to assist in seeking this contract.

Not applicable. No attorneys, lobbyists, or consultants have been retained to assist in seeking

this contract.

List of attorneys, lobbyist, or consultants retained to assist in seeking this contract:

Attachment L

7. Disclosure of conflict of interest.

Are you aware of any fact(s) with regard to this contract that would raise a “conflict of interest” issue under Section 43-34 of the City Code or A.R.S. 38-501 et. seq.?

I am not aware of any conflict(s) of interest under Section 43-34 of the City Code.

I am aware of the following conflict(s) of interest:

Notice Regarding Prohibited Interest in Contracts.

Please be aware, State Law and the City’s Charter and Code prohibits public officers or employees as well as their close relatives and any businesses they or their relatives own from (1) representing any person or business for compensation or (2) doing business with the City by any means than through a formal procurement; or (3) doing business with the City without disclosing the interest. The prohibition extends to subcontracts on City contracts, and would also apply to parent, subsidiary or partner businesses owned by the member of the board or commission and their family. A.R.S. Section 38-501 et. seq., for more information (City Charter, Chapter 11, Section 1 applies the state law for conflict of interest to city employees). Please note that any contract in place at the time the applicant becomes a City officer may remain in effect, but cannot be amended, extended, modified, or changed in any manner during the officer’s City service.

Acknowledgements

1. Solicitation Transparency Policy - No Contact with City Officials or Staff during Contract

Evaluation I understand that a person or entity who seeks or applies for a city contract or any other person acting on behalf of that person or entity is prohibited from contacting city officials and employees regarding the contract after a Request for Proposal (RFP), Request for Qualification (RFQ), or other solicitation has been released.

This no-contact provision shall conclude when the contract is awarded at a City Council

meeting. If contact is required with City official or employees, the contact will take place in accordance with procedures by the City. Violation of this prohibited contacts provision set out in Section 43-34 & 43-36 of the City Code by respondents, or their agents, may lead to disqualification.

Oath

I swear or affirm that the statements contained in this Form, including any attachments, to the best of my knowledge are belief are true, correct, and complete. Your Name: Title: Company Name or DBA: Date:

1227867