REQUIRED FORM ‘A’: PROPOSAL CHECKLIST AND PRESS RELEASE INFORMATION

Proposal for: Click here to enter text

Entity Proposing: Click here to enter text

Authorized representative of proposer: Click here to enter text

Mailing address: Click here to enter text

Office phone: Click here to enter text

Cell phone number: Click here to enter text

E-mail address: Click here to enter text

The following information, forms and documentation are to be included in the proposal. All forms are to be completed in full, signed, and included in the bound proposal in the section indicated.

1. Cover Letter

2. Customer Experience Initiativea. Detailed description of your plan to target Primary Segmentsb. How concept targets Primary Segmentsc. Concept Conformity to Customer Experience Business Initiative Concept

Conformity to the RFP concept request

3. Strength of the Proposed Concept and Designa. Detailed Description of Concept/Brandb. Description of how concept conforms to desired conceptc. Brand Backgroundd. Deviation or adaptations of Concepte. Published reviews or awardsf. Menus or Merchandise Lists and Pricingg. Design of Concepth. Cross Utilization of Multi-use Spacei. Preliminary Plans

4. Experience and Qualificationsa. Overall Experienceb. Experience with this Conceptc. Experience with Similar Conceptd. Management Teame. Operations Teamf. Disclosuresg. Referencesh. Defaults and Terminations

SECTION IV – REQUIRED FORMS 1 FEBRUARY 28, 2017

i. Delinquent Debts or Arrearages

5. Operations and Management Plana. Operations Planb. Proposed Management, Staffing and Trainingc. Marketing and Promotions Pland. Schedule for Design and Constructione. Proposer’s Business Diversity Policy

6. Business Plana. Quality Control and Supervision by Ownerb. Financial Pro Formac. ACDBE Participation

7. Required Formsa. Proposal Checklist and Attachment A (This form - completed and executed)b. Proposer Questionnaire (Complete and execute using form provided)

1. Attach financial information as required in Part 4 – Financial informationc. ACDBE and M/W/S/BE Participation and Commitment Forms

1. Diversity and Inclusiveness in City Solicitations Information RequestForm***

d. Percentage Fee Ratee. Brand Portfolio Affidavit (Complete and execute using form provided)f. Evidence of Licensing or Franchising Authority– Include a letter from the brand

owner stating that the proposer will be authorized to operate using the brand. (Further evidence will be required prior to execution of the concession agreement).

g. Capital Investments and Fundingh. Funding Source Letteri. Proposal Surety – Letter of Credit or Proposal Bond (complete and attach using

form provided) j. Addenda Acknowledgment Sheetsk. Proposal Documentsl. Sample Concession Agreement(s) and Concession Policym. Financial Pro Forman. Political Contributions and/or Donations Disclosure Certificateo. Diversity and Inclusiveness in City Solicitations

***Sign and include in proposal.

/s/

Name

Click here to type your title

SECTION IV – REQUIRED FORMS 2 FEBRUARY 28, 2017

ATTACHMENT A TO REQUIRED FORM ‘A’PRESS RELEASE INFORMATION

This form is not used during the proposal evaluation process. It is intended to provide information for a press release upon selection of the successful proposer.

Please provide a copy of this form with your Proposal.

1. “Doing Business As” name of the business: Click here to enter text

2. Legal name of the business: Click here to enter text

3. Are you an ACDBE firm? Yes, No

Are you partnering with an ACDBE Firm? If so, please name partnering company and contact: Click here to enter text

4. Location: Terminal, Concourse A, Concourse B, Concourse C

5. Type of business:

Retail, Service, Restaurant w/out bar, Restaurant w/bar, Food Court,

Other: Click here to enter text

6. Owner’s name: Click here to enter text

7. Name of company’s media contact: Click here to enter text

8. Company’s website: Click here to enter text

9. Media contact’s email: Click here to enter text

10. Media contact’s phone: Click here to enter text

11. Please tell us ten things that are special and interesting about your business.

Examples include type of products, brands, menu items, local company, national

company, design details, etc.

a. Click here to enter text

b. Click here to enter text

c. Click here to enter text

d. Click here to enter text

e. Click here to enter text

f. Click here to enter text

g. Click here to enter text

h. Click here to enter text

i. Click here to enter text

SECTION IV – REQUIRED FORMS 3 FEBRUARY 28, 2017

REQUIRED FORM ‘B’: PROPOSER QUESTIONNAIRE

GENERAL INFORMATION

The proposer hereby certifies all statements and all answers to questions herein are true and correct to the best of their knowledge and belief. All information requested in this Questionnaire must be furnished by the proposer and must be submitted with the Proposal Form. Statements must be complete, accurate and in the form requested. Additional sheets may be attached if required. If additional sheets are required, identify all responses according to the corresponding number below. Write “N/A” where not applicable.

For each question requiring a separate attachment sheet, restate the paragraph number, and restate the corresponding question.

NAME OF ENTITY PROPOSING: Click here to enter text

1. ACDBE AND SMALL BUSINESS CERTIFICATION

Indicate below if the proposer is certified by the City and County of Denver as an Airport Concession Disadvantaged Business Enterprise (ACDBE) and/or as a Small Business.

Not a certified ACDBE Not a certified Small Business Yes – ACDBE (Attach copy of Certification) Yes – Small Business (Attach copy of Certification)

2. OWNERSHIP INTEREST AND DISCLOSURE INCLUDING CHART OF OWNERSHIP

The information disclosed below will be utilized to determine the entities documented in any final executed agreement(s) and used to calculate Concentration of Ownership. For corporations, partnerships, and limited liability companies, provide the name and address of each shareholder, member, or partner of the proposed concession that holds any interest.

NAME ADDRESS OWNERSHIP INTEREST (%)Click here to enter textClick here to enter textClick here to enter textClick here to enter text_________________________________________________________________________

City requests the following information from all proposers: copies of joint venture agreements, shared ownership agreements, shared finance agreements, management contracts between joint venture partners or shareholders, responsibilities of each individual or entity identified above (including but not limited to management, day to day operations,

SECTION IV – REQUIRED FORMS 4 FEBRUARY 28, 2017

recruiting, hiring and training of staff), distribution of profit, and capital contributions, Articles of Incorporation, Organization, Registration with the Colorado Secretary of State showing the trade names registered and the entity being in good standing and State filings.

3. STATE OF INCORPORATION OR ORGANIZATION

Please provide the proposer’s state and date of incorporation or organization and the state and date of incorporation or organization for each entity comprising the proposing entity.

4. TAX IDENTIFICATION NUMBER

Please state the proposer’s federal taxpayer identification number: Click here to enter text

5. FINANCIAL INFORMATION

a. Provide current Dun & Bradstreet Summary, if available. If a Dun & Bradstreet Summary is not available, state the reason.

b. Provide the name, address, telephone and fax numbers for a representative of the proposer’s bank. Attach a letter of reference from the bank.

c. Attach such other information demonstrating the proposer’s ability to fund the capital investment and undertake the obligations and operations subject to this RFP. (For example, letter of commitment for financing from a bank or other lender, funding sources, guarantors, investors, cash available, line of credit, etc.) All funds must specify they are available for this specific opportunity.

d. All proposers should provide financial statements, including balance sheets, statements of income, statement of cash flow and changes in financial position, for the last two calendar or fiscal years. Audited statements are strongly preferred. In the event audited financial statements are not available, all financial statements should be certified by the proposer’s Controller or an Officer of the Company.

e. If the proposer is an individual, attach copy of the proposers most recent federal income tax returns for the past two calendar or fiscal years and personal financial statement.

If additional information is requested for clarification, proposers must be submit requested information forthwith or proposal are non-responsive.

6. SURETY INFORMATION

Has the proposer, any entity comprising the proposer, or any legal person comprising the proposer ever had a bond or surety cancelled or forfeited? If yes, state the name of the bonding company, date, amount of bond, and reason for such cancellation or forfeiture.

7. DISSOLUTION, INSOLVENCY, OR BANKRUPTCY INFORMATION

SECTION IV – REQUIRED FORMS 5 FEBRUARY 28, 2017

Has the proposer, any entity comprising the proposer, or any legal person comprising the proposer ever (i) made an assignment for the benefit of creditors, (ii) had a receiver, liquidator or trustee of your property, (iii) had a petition filed by you or against you for bankruptcy or reorganization pursuant to the federal Bankruptcy Code or any similar state or federal statute, or (iv) been adjudicated as bankrupt or insolvent? If yes, give details, including date, court jurisdiction, amount of liabilities, and amount of assets and current status.

8. DISCLOSURE OF DEBARMENT PROCEEDINGS, TERMINALS OR DEFAULTS, CONVICTIONS, AND PAYMENT DELINQUENCIES

a. Has the proposer, any entity comprising the proposer, or any of its principals, parent companies, subsidiaries or related companies ever been debarred or suspended from bidding or proposing? If yes, include a statement of any proceedings which prohibited or limited the proposer from bidding or proposing with any federal, state, or local government entity. Include a brief description of the reasons for such action having been taken, the effective dates thereof, and the governmental agency involved.

b. Has the proposer, any entity comprising the proposer, or any of its principals, parent companies, subsidiaries or related companies been terminated for cause or declared in default under any lease, agreement, loan, or other contractual obligation within the past five (5) years, without the termination or default being withdrawn or resolved in favor of the proposer? If yes, include a brief statement identifying the contract in question and the parties to the contract, and a brief description of the default or termination.

c. Has the proposer, any entity comprising the proposer, or any of its principals, parent companies, subsidiaries or related companies been convicted of a bid or proposal related crime or violation, or been convicted of any felony in any jurisdiction within the last five (5) years? If yes, provide the names of the individuals, charges for which the individual was convicted, and the court of jurisdiction.

d. Is the proposer, any entity comprising the proposer, or any of its principals, parent companies, subsidiaries or related companies presently delinquent or in arrears in payments of rent or any debt incurred under any lease, agreement, loan, or other contractual obligation with City or any other landlord or creditor? If yes, fully describe each delinquency or arrearage, including the contract in question, the parties to the contract and any legal or administrative proceedings a creditor has commenced to collect the delinquency or the proposer has commenced to dispute the delinquency or arrearage under the provisions of the contract.

9. DELINQUENT TAXES

Is the proposer, any entity comprising the proposer, or any legal person comprising the proposer delinquent in the payment of any city, state, or federal taxes? If yes, fully describe each such obligation along with any agreed upon plan of payment with the respective taxing authority.

10. ACCURACY OF SUBMITTED PROPOSAL DOCUMENT

SECTION IV – REQUIRED FORMS 6 FEBRUARY 28, 2017

The undersigned Proposer hereby attests to the truth, sufficiency, completeness and accuracy of all statements, answers, and representations made in this Questionnaire, including all supplementary statements, references and information attached herein (individual, partner, joint venture, authorized officer of corporation, member or manager of a limited liability company etc.). Proposer understands and agrees the information contained this Questionnaire is material to City and will be relied upon in award of this opportunity.

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Click here to printed name and title

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Click here to printed name and title

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Click here to printed name and title

(SEAL)Click here to enter the date

Failure by proposers to complete and sign above will result in submittal of a non-responsive proposal.

SECTION IV – REQUIRED FORMS 7 FEBRUARY 28, 2017

REQUIRED FORM ‘C’: ACDBE LOI AND MWBE COMMITMENT FORM

AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS

A. BACKGROUNDCity policy requires airport concession disadvantaged business enterprises (ACDBEs) as defined in 49 C.F.R. Part 23 have maximum opportunity to participate in the performance of opportunities financed in whole or in part with federal funds. ACDBE participation is highly encouraged in all concession opportunities. DSBO has developed and implemented an ACDBE program for DEN as required under 49 C.F.R. Part 23. The ACDBE program objective is to ensure full and fair access to concession opportunities for all business and in particular ACDBE business entities. Opportunities pertaining to the concession program at DEN are subject to the requirements of 49 C.F.R. Part 23.

City’s Director of DSBO has been delegated as the ACDBE Liaison Officer for DEN. The Director of DSBO is responsible for compliance with all aspects of the ACDBE program. The Director of DSBO has established ACDBE goals for DEN and for this opportunity. Proposers must commit, at a minimum, to meeting the ACDBE participation goal set for this opportunity as the percentage of annual gross receipts for this opportunity. The Director of DSBO will determine whether a proposer’s proposal is responsive to this opportunity’s ACDBE goal.

B. OPPORTUNITY SPECIFIC ACDBE REQUIREMENT

For this opportunity, an ACDBE participation goal of 33% of gross receipts has been established. ACDBE participation is allowable through joint venture, partnership or other legal arrangement meeting the eligibility standards in 49 C.F.R. Part 23 and as detailed below. The ACDBE goal may be met through procuring goods and services from certified vendors. A list of ACDBE-certified vendors may be obtained from DEN’s Division of Small Business Opportunity (see below for contact information) and the ACDBE Letter of Intent Form must be included with the proposal for all ACDBE firms counting for credit. Also, the ACDBE Commitment Form and Affirmation must be submitted by March 31, 2017.

All firms relied upon to meet the ACDBE goal for this opportunity must be certified by the City and County of Denver or the Colorado Department of Transportation as an ACDBE, in a category appropriate to the opportunity*, by March 31, 2017.

The successful proposer will be responsible for meeting this goal (or providing documentation of good faith efforts to do so) on or before March 31, 2017. The Director of DSBO will determine whether proposals of participation and/or good faith efforts are responsive.

Certification applications may be obtained on the internet at https://denver.mwdbe.com/FrontEnd/StartCertification.asp?TN=denver&XID=8299 or from DSBO, 201 West Colfax Avenue, Dept. 208, Denver, CO 80202, phone (720) 913-1999 or Denver International Airport, Airport Office Building (AOB), Suite 7810, Denver, CO 80249, phone (303) 342-2180. Questions regarding the certification process should be directed to the ACDBE Certification Coordinator located at DEN at small.business@flydenver.com

SECTION IV – REQUIRED FORMS 8 FEBRUARY 28, 2017

*For ACDBE owners/operators, the category of certification must match the opportunity (i.e., for F&B opportunities, the ACDBE must be certified in an appropriate F&B category; an appropriate retail code for retail; an appropriate service code for service). ACDBE suppliers must be certified in a code that matches the good/service to be provided.

C. ACDBE PARTICIPATION:

A proposer may meet its ACDBE participation commitment utilizing any combination of options stated below, all of which require proof of ACDBE certification by the City and County of Denver, DSBO or the Colorado Department of Transportation (CDOT) pursuant to 49 C.F.R. Part 23. ACDBE certification applications may be obtained via the methods and locations described above.

The amount and type of participation proposed will become a firm commitment in any final executed agreement(s), which is monitored by DSBO. Proposers agree, as an express condition of its performance, to comply with the requirements of 49 C.F.R Part 23 and the appropriate provisions under any final executed agreement(s). Proposers acknowledge, failure to comply with these requirements may result, at the sole discretion of DSBO’s Director, in the imposition of liquidated damages, as provided for in any final executed agreement(s).

Options for meeting the ACDBE commitment are:

1) 100% ACDBE participation: The business entity is solely owned and operated by an ACDBE firm (letter of intent not necessary).

2) Percentage Participation: A designated percentage of the business is owned, operated and/or maintained by an ACDBE through sub-contract, sub-agreement, or joint venture arrangements.**

3) Percentage of Goods/Services towards Vendor Purchases: A designated percentage of the gross receipts committed to the purchase of goods and services from ACDBE certified vendors. A list of ACDBE certified vendors may be obtained from DEN’s DSBO (see below for contact information). A Letter of Intent must be completed by the proposer and signed by all parties.

4) Other Legal Arrangement: For this option, a proposer may propose some other legal arrangement as long as it meets the eligibility standards in 49 C.F.R. Part 23.

** Joint Venture Agreements: For purposes of ACDBE participation, joint venture means an association of an ACDBE firm and one or more other firms to carry out a single, for-profit business enterprise, for which the parties combine their property, capital, efforts, skills and knowledge, and in which the ACDBE is responsible for a distinct, clearly defined portion of the work of the contract and whose shares in the capital contribution, control, management, risks, and profits of the joint venture are commensurate with its ownership interest. DSBO considers any entity that is comprised of an ACDBE and one or more other firms to be a joint venture even if the participants do not identify elsewhere as a joint venture. Joint venture entitles are not certified as ACDBEs.

If the proposer is participating in a joint venture with a certified ACDBE firm, a signed/fully executed agreement between all parties, a detailed list of roles and responsibilities for each party, the Joint Venture Eligibility Form (link below) and Joint Venture Affidavit (link below), must be submitted by [Insert Submittal Date].

SECTION IV – REQUIRED FORMS 9 FEBRUARY 28, 2017

Note: Joint ventures should be reviewed by DSBO prior to submission. Proposers are encouraged to work with DSBO while negotiating and drafting agreements between parties to be certain the arrangement can be approved for ACDBE counting. In order to allow sufficient time for DSBO to review and respond to proposers, please submit requests for preliminary reviews, along with draft copies of agreements, to DSBO as soon as possible prior to the March 31, 2017 deadline.

Note: All firms relied upon for ACDBE participation must be certified by the City and County of Denver or the Colorado Department of Transportation as an ACDBE, in a category appropriate to the opportunity***, by March 31, 2017.

Questions regarding the certification process, certified vendors, joint venture agreements, subcontractor agreements, or any other ACDBE questions that arise concerning a concession opportunity should be directed via email to the DSBO ACDBE Program Manager located at DEN at small.business@flydenver.com in person or by letter to DSBO, Denver International Airport, Airport Office Building (AOB), Suite 7810, Denver, CO 80249.

***For ACDBE owners/operators, the category of certification must match the opportunity (i.e., for F&B opportunities, the ACDBE must be certified in an appropriate F&B category; an appropriate retail code for retail; an appropriate service code for service). ACDBE suppliers must be certified in a code that matches the good/service to be provided.

D. ACDBE GOOD FAITH EFFORTS:

49 C.F.R. Part 23 provides for the adoption of a good faith effort goals program. The program is administered by the Airport’s DSBO. In order to comply with the requirements of Part 23 a proposers must either meet the specific ACDBE goal set for this opportunity or, in the alternative, demonstrate the proposer has made sufficient good faith efforts to meet the goal in accordance with the good faith effort provisions of Part 23. Proposers must work with DSBO during the Good Faith Effort process; failure to do may result in the Good Faith Effort submission being non-responsive.

1) Pre-proposal meetings are scheduled by City at which ACDBEs may be informed of opportunities under a given proposal solicitation; if such pre-proposal meetings are mandatory, attendance is required and the name of the person attending for the proposer must be listed on the sign-in sheet. Proposers are responsible for the information provided at these meetings. The good faith effort information must reflect the proposer’s knowledge of the information provided at these meetings.

2) Verifications of efforts to subcontract or joint venture, consistent with industry and professional practice, with ACDBEs whom the proposer has contacted, or who have contacted the proposer, including the name, address and telephone numbers of all ACDBEs contacted; a description of efforts made to subcontract; a description of the information provided to ACDBEs regarding the scope of work to be performed by subcontractors and members of a joint venture; and if attempts to subcontract actually occurred, the dates and places of such process and a description of the outcome.

3) Verification, consistent with industry and professional practice, the proposer gave ACDBEs necessary access to and adequate time to review projected scopes of work and other documents as well as adequate time to prepare subcontractor proposals and/or negotiate joint venture arrangements. The proposer will also give a statement as to why the proposer and the ACDBE did not succeed in reaching a subcontractor or joint venture agreement.

SECTION IV – REQUIRED FORMS 10 FEBRUARY 28, 2017

4) Verification, reasonably consistent with industry and professional practice, and the proposer’s past practices on similar projects, the proposer selected appropriate goods and services, and functions and activities of the concession operation, to be performed by ACDBEs in order to achieve the goals, including consideration of structuring the contract into economically feasible units to facilitate meaningful ACDBE participation.

SECTION IV – REQUIRED FORMS 11 FEBRUARY 28, 2017

ATTACHMENT A TO REQUIRED FORM ‘C’

DUE AT TIME OF PROPOSAL

ACDBE Letter of Intent: http://business.flydenver.com/bizops/documents/fandBPackage1ACDBE_LoI.pdf

Concessions Build-Out MWBE Commitment Form: http://business.flydenver.com/bizops/documents/mwbeCommitment.pdf

DUE MARCH 31, 2017

ACDBE Commitment Form: http://business.flydenver.com/bizops/documents/acdbeCommit.docx

JV Affidavit: http://business.flydenver.com/bizops/documents/jvAff.pdf

JV Eligibility Form:http://business.flydenver.com/bizops/documents/jvEligible.pdf

SECTION IV – REQUIRED FORMS 12 FEBRUARY 28, 2017

REQUIRED FORM ’D’: PERCENTAGE FEE RATE

NAME OF PROPOSER: Enter Here

1. PERCENTAGE FEE RATE

The Percentage Fee Rate below will be used as the multiplier against the proposer’s Gross Receipts, as defined in any final agreement(s), to calculate the Percentage Fee.

Upon final acceptance of the Percentage Fee Rate by City, the Rate will be incorporated into the executed agreement(s).

Percentage Fee Rate (in numerals) Click here to enter text %

Percentage Fee Rate (written) Click here to enter text percent

MAPF (in numbers) $ Click here to enter text

MAPF (written) Click here to enter text

Signature: Title: Click here to enter text

Printed Name: Click here to enter text Date: Click here to enter text

City will not renegotiate Percentage Fee Rates. City is under no obligation to accept the highest rate proposed.

The Minimum Annual Privilege Fee ("MAPF") and the Percentage Fee makes up the Privilege Fee due as compensation under the Agreement. The MAPF is the minimum amount of compensation due to the City every month during the Term of the Agreement. For the first year of the Agreement, to calculate the MAPF the City will apply the proposed Percentage Fee Rate to 85% of the projected first year Gross Receipts divided by 12. For further details, please refer to Section 5.01 of the Sample Agreement posted at http://business.flydenver.com/bizops/proprfp.asp.

See the following example: Projected Annual Sales: $5,000,000 X 85% = $4,250,00085% Projected Sales: $4,250,000 X 12% (Percentage Fee) = $510,000 MAPF MAPF: $510,000 ÷ 12 = $42,500

NOTE: City has established a range of acceptable Percentage Fee Rates which is set forth in the concession opportunity. Any Proposer who proposes a Percentage Fee Rate outside of the acceptable range submits a non-responsive proposal.

SECTION IV – REQUIRED FORMS 13 FEBRUARY 28, 2017

2. CONDITIONS OF PROPOSAL SUBMITTAL

Submittal of this proposal constitutes a firm offer to City and may be accepted by the City at any time within 120 days of MARCH 31, 2017. City, with proposer’s approval, may extend this offer after the aforementioned date.

SECTION IV – REQUIRED FORMS 14 FEBRUARY 28, 2017

REQUIRED FORM ‘E’BRAND PORTFOLIO AFFIDAVIT

City reserves the right to grant to others the right to operate and sell specialty merchandise and/or goods and/or services at other locations within DEN. As such, City requires several assurances from proposers. In addition, Proposers must understand concessions at DEN operate on a non-exclusive revocable basis including any “brand” offered.

A. Disclose all exclusive arrangements between you and any third party providing for rights and privileges to operate particular brands at U.S. Airports. Attach a separate page to this form if necessary.

B. Do any of the above relationships restrict or prohibit any other person, firm, or corporation from conducting any business or concession, or selling, offering for sale or furnishing any commodity, article, facility or services in other locations at DEN? (If yes, describe the terms that restrict or prohibit and attach copies of the pertinent provisions of those agreements.)

You must check one of the following: No Yes

C. Do you agree to take all necessary and appropriate measures to permit and allow others to use the particular brands you listed above or entering into direct negotiations with City for this or any other opportunity at DEN?

You must check one of the following: No Yes

D. If awarded this opportunity, will you agree to take no action, now or in the future, impairing the agreements of existing operators who presently may be utilizing any of the brands you listed above?

You must check one of the following: No Yes

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _Signature of Officer/Owner of Bidding/Proposing Entity

Type Your Name and Title1

SECTION IV – REQUIRED FORMS 15 FEBRUARY 28, 2017

REQUIRED FORM ‘F’: EVIDENCE OF LICENSING OR FRANCHISING AUTHORITY

Attach an authorization letter or other evidence from the franchisor or licensor with ownership of the proposed brand and/or concept showing the proposer has, or prior to execution a final agreement with City, will have the legal authority to use and operate the brand and/or concept. The letter should be on the franchisor/licensor’s letterhead and should outline the terms and conditions discussed between the parties about the opportunity, including a specific reference to this opportunity, a specific reference to the nature of the right proposer has to use the name and offer the products of the brand and/or concept with this proposal as well as a specific acknowledgement the proposer, if successful, has the continuing right to use the name and offer the products of the brand and/or concept at DEN.

If proposer is awarded this opportunity, failure to provide evidence of a duly executed franchise and/or license agreement at the time the proposer returns an executed final agreement to City will result in withdrawal this opportunity to the proposer.

SECTION IV – REQUIRED FORMS 16 FEBRUARY 28, 2017

REQUIRED FORM ‘G’: CAPITAL INVESTMENTS AND FUNDING

Name of Proposer: Click here to enter text

Use a separate form for each location and a separate form aggregating the investment for this opportunity. Provide the initial capital investment and sources of funds the proposer intends to invest in each location and the package as a whole, if applicable.

Note: Upon final acceptance of proposer’s Capital Investment by City, the total capital investment amount will be incorporated into any executed agreement. City’s Standard Agreement provides for any deficit between actual and proposed capital investment being paid to City.

CAPITAL INVESTMENT PLANI. INITIAL CAPITAL INVESTMENT

A. Architectural & Engineering Fees $Click here to enter textB. Leasehold Improvements $Click here to enter textC. Furnishing, Fixtures and Equipment $Click here to enter textD. Franchise Fees $Click here to enter textE. Other (specify) $Click here to enter text

TOTAL INITIAL INVESTMENT $Click here to enter text

Package Square Footage Click here to enter text

II. CAPITAL FUND SOURCESA. Click here to enter debt (specify source) $ Click here to enter textB. Click here to enter debt (specify source) $ Click here to enter textC. Click here to enter debt (specify source) $ Click here to enter textD. Click here to enter equity (specify source) $ Click here to enter textE. Click here to enter equity (specify source) $ Click here to enter textF. Click here to enter equity (specify source) $ Click here to enter text

TOTAL FUNDING SOURCES $ Click here to enter text

III. OTHER STARTUP COSTSA. Initial Inventory $ Click here to enter textB. Working Capital $ Click here to enter text

SECTION IV – REQUIRED FORMS 17 FEBRUARY 28, 2017

REQUIRED FORM ‘H’FUNDING SOURCE LETTER(ON BANK LETTERHEAD)

[Proposer Name] [Street Address] [City, ST ZIP Code] [Date]

[Recipient Name] [Title] [Company Name] [Street Address] [City, ST ZIP Code]

Dear [Recipient Name]:

This letter will confirm the [Enter Financial Institution] is able to, and has agreed to provide [Enter Borrower and Proposer Name (if different)] with a [Enter All Applicable: Loan or Line of Credit or Available Funding Existing Line of Credit] in the amount of [Enter CapX Amount from RFP] to be used to fund the necessary capital investment for the opportunity described in [Enter RFP NO.] at the Denver International Airport (“DEN”) known as [Enter Concessions Package Name]. The funding of this loan or line of credit is subject to [Enter Proposer Name] receiving a successful award of [Enter RFP No.] and is also subject to the execution of all necessary Department of Aviation and/or [Enter Financial Institution] documentation.

If you have any questions concerning this letter, or if we can be of further service to you, please call us at, [Enter Undersigned Contact Information], and I will be happy to assist you.

Thank you for considering Proposer [Company Name] as a future DEN concessionaire. We look forward to successful completion of this transaction.Sincerely,

[Your Name] [Title]

SECTION IV – REQUIRED FORMS 18 FEBRUARY 28, 2017

REQUIRED FORM ‘I’: PROPOSAL SURETY

Each proposer shall submit to City, with its proposal, a Proposal Surety, payable to the City and County of Denver, in the amount of ten thousand dollars ($10,000), in one of the following forms:

1. Cashier's Check, or

2. Irrevocable Letter of Credit (see the sample Letter of Credit on the Concession Opportunity Page at http://business.flydenver.com/bizops/documents/sampleSuretyLetterOfCredit.doc.

SECTION IV – REQUIRED FORMS 19 FEBRUARY 28, 2017

REQUIRED FORM ‘J’: ADDENDA ACKNOWLEDGEMENT

Attach and sign the acknowledgement form that is included with each Addendum to this RFP. Only the acknowledgement form needs to be attached, not the entire addendum.

SECTION IV – REQUIRED FORMS 20 FEBRUARY 28, 2017

REQUIRED FORM ‘K’: PROPOSAL DOCUMENTS

1. AWARD OF THE OPPORTUNITY

City may, at its option, accept proposals as received or may waive irregularities and technicalities as deemed to be in the best interest of the City. If you are the successful proposer, City will transmit a signature ready agreement(s), which must be executed by the successful proposer and delivered to City within fourteen (14) days of receipt. After approval by the CEO and the Denver City Council, City will submit the agreement(s) to the Mayor for execution by the City’s signatories. Once signed by all City signatories, this opportunity will be deemed awarded and the agreement(s) will be binding on City.

2. COLORADO OPEN RECORDS ACT

You, as the proposer, acknowledge this proposal and all documents submitted to or created by City in response to this RFP maybe subject to the Colorado Open Records Act (C.R.S. 24-72-201 through 205) (CORA). In accordance with the Denver Revised Municipal Code Section 20-63 (a), all documents submitted to or created by City in response to this RFP are confidential and privileged, and may not be inspected until an award is made or the solicitation is ended by City. An award is made when the City formally executes a contract resulting from this solicitation. A solicitation is ended when the CEO declares the solicitation ended.

In the event of a CORA request seeking documents or information contained in your proposal and/or submitted in response to this RFP, City will make a good faith effort to advise proposer of such request in order to give proposer the opportunity to object to disclosure of any material proposer may consider confidential, proprietary, or otherwise exempt from disclosure. Proposer’s assertion of an exemption shall not be binding upon City. In the event Proposer objects to disclosure, City, in its sole and absolute discretion, may file an application to the Denver District Court for a determination of whether disclosure is required or exempted. In the event a lawsuit to compel disclosure is filed prior to City’s application, City will tender all such material to the court for judicial determination of the issue of disclosure.

In both situations, proposer agrees to defend, indemnify, save and hold harmless City, its officers, agents, and employees, from any claim, damages, expense, loss or costs arising out of the proposer’s objection including, but not limited to, prompt reimbursement to City of all reasonable attorney fees, costs and damages City may incur directly, indirectly, or may be ordered to pay by such court.

3. LITIGATION COSTSYou, as the proposer, acknowledge your proposal is submitted on an at risk basis. Proposer acknowledges and understands City makes no representations and/or promises with respect to this solicitation and/or award of this opportunity. Proposer agrees, if legal process challenging this RFP’s solicitation and/or award is resolved in favor of City, it will indemnify City, its officers, agents, and employees, from any claim, damages, expense, loss or costs arising out of Proposer’s challenge to this RFP’s solicitation and/or award, including, but not

SECTION IV – REQUIRED FORMS 21 FEBRUARY 28, 2017

limited to, prompt reimbursement to City of all reasonable attorney fees, costs and damages City may incur directly or indirectly.

4. CONFLICT IN LANGUAGEIf any language or information contained in this Proposal Form conflicts with the final executed agreement(s), the language of the final executed agreement(s) shall govern.

5. PROPOSER’S REPRESENTATIONSYou, as the Proposer understand, agree, and warrant:

A. You have carefully read and fully understands the information provided by City to serve as the basis for submission of this proposal.

B. Proposer has the capability to successfully undertake and complete the responsibilities and obligations of its proposal and any subsequent agreement(s) therefrom.

C. The surety required for the Proposal Surety is attached hereto.

D. Proposer agrees its Proposal Surety will be returned after ninety (90) days if proposer is not selected, or (ii) after a final executed agreement(s) with the successful proposer has been executed by all City signatories, or (iii) after all proposals have been rejected, whichever event occurs later in time. If this proposal is accepted by City and proposer fails to execute a final agreement(s) within fourteen (14) days of receipt, proposer’s Proposal Surety shall be forfeited and retained by City, unless the CEO, in CEO’s sole discretion, extends the date for execution of the agreement(s), or elects to proceed otherwise as deemed to be in the best interest of the City.

E. All information contained in this proposal is true and correct to the best of proposer’s knowledge. If other than a sole proprietor, the proposer whose signature is on the RFP document must be a legal entity of the partnership, corporation, or joint venture and is authorized to sign on behalf of said body.

F. Proposer did not, in any way, collude, conspire, or agree directly or indirectly, with any person, firm, corporation or other proposer in regard to the amount, terms, or conditions of this proposal.

G. Proposer did not receive unauthorized information from and/or had unauthorized contact with: City, RFP Evaluation Panel, Aviation staff, City Legal Counsel, and/or Aviation architects and engineers during the proposal period except as provided for in this RFP document, addenda thereto, or the pre-proposal meeting.

H. By submission of this proposal, proposer acknowledges City has the right to make any inquiry it deems appropriate to substantiate or supplement information supplied by proposer, and proposer hereby grants City permission to make said inquiries and covenants to provide any and all requested documentation in a timely manner.

SECTION IV – REQUIRED FORMS 22 FEBRUARY 28, 2017

I. For purposes of this section 4, “Proposer” means any and all individuals and legal entities within the proposing group for the purpose of submitting this proposal to the City.

Indicate whether or not you would like your proposal documents returned upon completion of the RFP process. All successful proposals become the property of the City and County of Denver.

No; it is not necessary to return the proposal documents; please shred them.

Yes; return the proposal documents to the name and address listed on Required Form A.

Yes; return the proposal documents to the name and address listed below:

Company Name: Click here to enter text

Proposer’s Name: Click here to enter text

Proposer’s Address: Click here to enter text

5. PROPOSER’S SIGNATURE

No proposal will be accepted which has not been signed in ink in the appropriate space below:

A. If proposer is an INDIVIDUAL, sign here (include a notarized affidavit attesting to the authority of said signature):

By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Click here to print name

Proposer’s Signature

B. If proposer is a PARTNERSHIP or JOINT VENTURE, at least two (2) Partners or each of the Joint Ventures must sign here (include a notarized affidavit attesting to the authenticity of said signatures):

Partnership or Joint Venture Name

By_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ Click here to print name Signature of Member of the Partnership or Joint Venture

By_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ Click here to print nameSignature of Member of the Partnership or Joint Venture

C. If proposer is a CORPORATION or LIMITED LIABILITY COMPANY, the duly authorized officer(s) must sign as follows:

The undersigned certify that they are respectively:

SECTION IV – REQUIRED FORMS 23 FEBRUARY 28, 2017

and ________ Click here to print title Click here to print title

of said entity named below; that they are designated to sign this proposal Form by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary’s certificate of authorization) for and on behalf of the below named entity, and that they are authorized to execute same for and on behalf of said entity.

Entity Name:

By:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Click here to print name and titleSignature

By:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Click here to print name and titleSignature

Dated________________________________

SECTION IV – REQUIRED FORMS 24 FEBRUARY 28, 2017

REQUIRED FORM ‘L’: SAMPLE AGREEMENT AND CONCESSION POLICY

Sample agreement(s) are posted on the Concessions Opportunities page at http://business.flydenver.com/bizops/proprfp.asp | Resource Materials | Agreement Sample Documents.

Please note:

The Sample Agreement(s) contain standard provisions for operations at DEN and are provided so proposers make informed decisions when submitting responses to this RFP. The language of the Sample Agreement derives from City’s legal and policy requirements. Although City reserves the right to make changes to the Sample Agreement(s) during the pendency of this opportunity, revisions to any final agreement(s) are made at the discretion of City, and only where the revision is unique to the successful proposer’s proposed brand(s) and/or concept(s). All other provisions of the Sample Agreement are not negotiable, nothing herein shall be construed as creating any obligation on the part of City to negotiate any provisions of the Sample Agreement.

Upon receipt of agreement(s), the successful proposer will have fourteen (14) days in which to sign and return the signature pages. If signatures are not returned during the allotted period, City may in its sole discretion, consider awarding the opportunity to another proposer.

If any language or information contained in this or any Proposal Form conflicts with the final executed agreement(s), the language of the final executed agreement(s) shall govern.

The Concession Policy is posted on the Concessions Opportunities page at http://business.flydenver.com/bizops/proprfp.asp | Airport Guidelines and Policies | DIA Concession Policy (direct link: https://business.flydenver.com/bizops/documents/DEN_Concession_Policy.pdf).

Please sign and date below acknowledging you have read and understand this requirement and have reviewed the Sample Agreement(s) and Concession Policy.

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ______________Signature Date

SECTION IV – REQUIRED FORMS 25 OCTOBER, 2016

REQUIRED FORM ‘M’: FINANCIAL PRO FORMA

As detailed in Section III, 6 Business and Financing Plan, b. Financial Pro Forma, provide a financial pro forma (utilizing the appropriate form provided on the Concessions Opportunity page at https://business.flydenver.com/bizops/proprfp.asp | Required Forms for RFPs | Economic Pro Formas for the specific concourse) showing the projected sales, cost of goods sold, and major operating expense categories, including the Minimum Annual Privilege Fee (MAPF) and Percentage Fee Rate for the term of any executed agreement(s), and include projections of gross receipts per unit, gross receipts per enplaned passenger, and gross receipts per square foot per unit. Use assumptions as detailed in Section III, 6 Business and Financing Plan, b. Financial Pro Forma, in your pro forma:

SECTION IV – REQUIRED FORMS 26 FEBRUARY 28, 2017

REQUIRED FORM ‘N’: POLITICAL CONTRIBUTIONS AND/OR DONATIONS DISCLOSURE CERTIFICATE

The disclosures in this Certificate pertain to the person(s) or business entity(s) seeking award of this opportunity as well as the following individuals: the person’s spouse; any officer, director, or principal of the business entity(s) or his or her spouse; or any shareholder who owns or controls five percent or more of the stock in the business entity(s) or his or her spouse (“relevant persons”).

1. Contractor/Lessee/Concessionaire Information:

Name: Click here to enter textAddress: Click here to enter text Phone: Click here to enter text

Title and brief description of Contract/Lease/Concession Opportunity with reference number, if available:

Click here to enter textClick here to enter textClick here to enter text

2. Political Contributions. Within the last five (5) years has any relevant person made any political contribution or contribution in-kind to any current City and County of Denver elected official? YES: NO:

If the answer to the foregoing question in YES, provide the following:

Name of Contributor Elected Officer to whom contribution was made

Date of Contribution Amount of Contribution

                       

                       

                       

*(Attach additional pages if necessary).

3. Solicited Donations to Charitable Organizations. Within the last five (5) years, has any relevant person made any donation or donations in an aggregate amount of one thousand dollars ($1,000.00) or more to any charitable organization, having been personally and directly solicited to do so by any current City and County of Denver elected official?

YES: NO:

If the answer to the foregoing question in YES, provide the following:

Name of Donor Elected Officer who solicited donation

Date of Contribution

Amount of Donation

Purpose of Donation

                             

                             

                             

*(Attach additional pages if necessary).

SECTION IV – REQUIRED FORMS 27 FEBRUARY 28, 2017

4. Donations to the City and County of Denver. Within the last five (5) years, has any relevant person made any donation or donations in an aggregate amount of one thousand dollars ($1,000.00) to the City and County of Denver itself or any of the city’s departments, agencies or programs regardless of whether or not the donation was personally or directly solicited by any current City and County of Denver elected official? YES: NO:

If the answer to the foregoing question in YES, provide the following:

Name of Donor Date of Donation Amount of Donation Purpose and Recipient of Donation

                       

                       

                       

*(Attach additional pages if necessary.)

On behalf of the Person or Business awarded the contract, lease or concession set forth above, I hereby certify that the foregoing information is correct and complete and filed in accordance with requirements of Sec. 20-69 of the Denver Revised Municipal Code.

Signature:      ___________________

Name (print):      ___________________

Title:      ___________________

Date:      ___________________

SECTION IV – REQUIRED FORMS 28 FEBRUARY 28, 2017

REQUIRED FORM ‘O’: DIVERSITY AND INCLUSIVITY IN CITY SOLICITATIONS

Each proposer shall, as a condition of responsiveness to this solicitation, complete and return the “Diversity and Inclusiveness in City Solicitations Information Request Form” with their proposal.

Using the “Diversity and Inclusiveness in City Solicitations Information Request Form” please state whether you have a diversity and inclusiveness program for employment and retention, procurement and supply chain activities, or customer service and provide the additional information requested on the form. The information provided on the “Diversity and Inclusiveness in City Solicitations Information Request Form” will provide an opportunity for City contractors to describe their own diversity and inclusiveness practices. Contractors are not expected to conduct intrusive examinations of its employees, managers, or business partners in order to describe diversity and inclusiveness measures. Rather, the City simply seeks a description of the contractor’s current practices, if any.

Diversity and Inclusiveness information provided by City contractors in response to City solicitations for services or goods will be collated, analyzed, and made available in reports consistent with City Executive Order No. 101. However, no personally identifiable provided by or obtained from contractor’s will be in such reports.

In order for the agency or City to consider the proposal, Proposers must complete the electronic version of the Diversity and Inclusiveness in City Solicitations Form then print the completed form and include the hard copy as part of its proposal documents . A proposal or response to a solicitation by a contractor/consultant that does not include this completed form shall be deemed non-responsive and rejected. The form is found at: https://fs7.formsite.com/CCDenver/form161/index.html

The Diversity and Inclusiveness form is separate from the requirements established by DSBO, and must always be completed regardless of whether or not there are any goals assigned to the project.

SECTION IV – REQUIRED FORMS 29 FEBRUARY 28, 2017

APPENDIX A – SPACE EXHIBIT(S)

Space exhibits of the concession space, when available, will be posted on the Concessions Opportunity page under Incidental Documents at http://business.flydenver.com/bizops/proprfp.asp | Open Requests for Proposals

SECTION IV – REQUIRED FORMS 30 FEBRUARY 28, 2017

APPENDIX E – CERTIFICATE OF GOOD STANDING WITH

THE STATE OF COLORADO

The business entity(s) within the proposing entity, proposing on this RFP and any trade names proposed for use in operations at DEN must be registered and in good standing with the Colorado Secretary of State before City will execute an agreement. All parties within the proposing group must submit copies of a certificate of good standing with the State of Colorado.

SECTION IV – REQUIRED FORMS 31 FEBRUARY 28, 2017