1.2 Attachment 1 - Proposal Forms packet.pdf

Proposal FormsProposal Forms Page 1 Attachment 1, Part 1 Proposal Acknowledgement Letter

Attachment 1, Part 1 Proposal Acknowledgement Letter

City and County of Denver Denver International Airport

Proposer: ___________________________________________________ Date: _________________________

Request for Proposal No.: _____________________________________________________________________

Phillip Washington, Chief Executive Officer Administration Office Building (AOB) Denver International Airport 8500 Pena Boulevard Denver, Colorado 80249-6340

In response to the above-mentioned RFP, the undersigned hereby declares that he/she has carefully read and examined the proposal documents and hereby proposes to perform and complete the work as required in the Scope of Work. Attached hereto are the completed responses to Attachments 2, 3, 4 and 5 of the Proposal Forms.

The undersigned agrees that this proposal constitutes a valid offer to negotiate a Contract with the City and County of Denver (City) to perform the work described in the proposal documents.

After final agreement on the terms of the Contract has been reached, the undersigned agrees to execute the Contract, which will be prepared by the City, in a timely manner.

The undersigned acknowledges receipt and consideration of the following proposal documents:

Proposal Acknowledgement Letter, Proposer Information Form, Diversity and Inclusiveness, ACDBE and M/WBE Forms, W-9, Percentage Fee Rate, Capital Investments and Funding, Funding Source Letter, Financial Pro Forma, Disclosure of Legal and Administrative Proceedings and Financial Condition Form and Attachments, Design Standards, Concessions Handbook, Proposal Surety, and Certificate of Good Standing.

The undersigned acknowledges receipt and consideration of the following addenda to the proposal documents:

Addenda Numbers (list all acknowledged addenda): __________________________________________________

The undersigned certifies that he/she has examined and is fully familiar with the proposal documents and has satisfied him/herself with respect to any questions regarding the RFP which could in any way affect the undersigned’s understanding of the Scope of Work or any estimate of the cost thereof.

Signature: ________________________________________________________________________________

Type or print name: ______________________________________________________________________

Proposer’s Business Address: _______________________________________________________________

E-mail address: __________________________________________________________________________

V. PROPOSAL FORMS

Proposal FormsProposal Forms Page 2 Attachment 1, Part 2 Proposal Information Form

Attachment 1, Part 2 Proposer Information Form

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 information form must be furnished by the proposer and must be submitted with the Proposal. 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: __________________________________________________________________

1. BUSINESS CERTIFICATION

Indicate below if the proposer is certified by the City and County of Denver as an Airport Concession Disadvantaged Business Enterprise (ACDBE), Disadvantage Business Enterprise (DBE), Emerging Business Enterprise, Minority and or Woman Enterprise (M/WBE), Small Business Enterprise and/or as a Small Business Enterprise Concessionaire. Please attach a copy of your Certification.

Not certified Yes – ACDBE Yes – DBE Yes – EBE Yes – M/WBE

Yes – SBE Yes – SBEC

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.

COMPANY NAME OWNER NAME ADDRESS OWNERSHIP

INT

ACDBE

CERTIFIED

(Y/N)

The City requires 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, 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.

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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.

Proposer or Organization State of Incorporation

Proposers Date of Incorporation In Good Standing with the State of Colorado (Y/N)

4. TAX IDENTIFICATION NUMBER

Please state the proposer’s federal taxpayer identification number: _____________________________________

5. 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? No Yes

If yes, state the following information.

Reason for such cancellation or forfeiture:

6. DISSOLUTION, INSOLVENCY, OR BANKRUPTCY INFORMATION

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? No Yes

If yes, give details, including date, court jurisdiction, amount of liabilities, and amount of assets and current status.

Name of the Bonding Company Date Amount of Bond

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

DELINQUENCIES

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? No Yes

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.

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? No Yes

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.

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? No Yes

If yes, provide the names of the individuals, charges for which the individual was convicted, and the court of jurisdiction.

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? No Yes

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.

8. 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? No Yes

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If yes, fully describe each such obligation along with any agreed upon plan of payment with the respective taxing authority.

9. 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 Denver International Airport (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.

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.

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? No Yes

If yes, describe the terms that restrict or prohibit and attach copies of the pertinent provisions of those agreements.

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?

No Yes

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? No Yes

10. 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”).

Contractor/Lessee/Concessionaire Information:

Name: ______________________________________________________________________________________

Address: ____________________________________________________________________________________ Phone: _____________________________________________________________________________________

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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? NO YES

If yes, provide the following:

Name of Contributor Elected Officer to whom contribution was made

Date of Contribution

Amount of Contribution

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? NO YES

If yes, provide the following:

Name of Donor Elected Officer who solicited donation

Date of Contribution

Amount of Donation

Purpose of Donation

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? NO YES

If yes, provide the following:

Name of Donor Date of Donation Amount of Donation

Purpose and Recipient of Donation

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

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11. PROPOSER’S REPRESENTATIONS

You, 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 it’s 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 her 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; and

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

NAME OF AT LEAST ONE (1) PROPOSING ENTITY THAT ATTENDED THE MANDATORY PRE-PROPOSAL

CONFERENCE. PROPOSER MUST INCLUDE THE CODE GIVEN AT THE MANDATORY PRE-PROPOSAL:

NAME:______________________________________________________________________________________

CODE NO:___________________________________________________________________________________

Proposal Forms Proposal Forms Page 8 Attachment 1, Part 3 Diversity and Inclusiveness

Attachment 1, Part 3 Diversity and Inclusiveness in City Solicitations

In order for the City or the City Agency to consider a bid/proposal, Proposers must complete the on-line Diversity and Inclusiveness in City Solicitations Form – then print the completed form and include the scan copy as part of Proposer’s bid/proposal documents. A proposal or response to a solicitation by a Proposer that does not include this completed form shall be deemed non-responsive.

Click on the following link to access the on-line form:

https://fs7.formsite.com/CCDenver/form161/index.html

Using the form found in link above, 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 Form will provide an opportunity for City Proposers to describe their own diversity and inclusiveness practices. Proposers are not expected to conduct intrusive examinations of their employees, managers or business partners in order to describe diversity and inclusiveness measures. Rather, the City simply seeks a description of the Proposer's current practices, if any. Diversity and Inclusiveness information provided by City Proposers 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 information provided by or obtained from Proposers will be in such reports.

Insert the completed copy of the Diversity and Inclusiveness in City Solicitations Form immediately following this page.

https://fs7.formsite.com/CCDenver/form161/index.html

Proposal Forms Page 9 Attachment 1, Part 4 ACDBE Forms

Attachment 1, Part 4 ACDBE Forms

ACDBE FORMS

The ACDBE forms which apply to this agreement are contained in the pages immediately following this page.

Note: Proposers must upload this section as a separate file from their proposal in BidNet.

DENVER INTERNATIONAL

8500 Peña Blvd. | Denver, Colorado 80249-6340 | (303) 342-2000

DEN COMMERCE HUB | ACDBE COMMITMENT FORM

Program Benefit for:

Concession Type Name of Concession Opportunity

SECTION A – CONCESSIONAIRE INFORMATION

Name of Firm:

Address:

City: State: Zip:

Email:

Is your firm ACDBE Certified? � Yes (If yes, attach certification letter) � No

SECTION B – ACDBE COMMITMENT

The ACDBE goal on this concession is_____________%.

NOTE: DEN will only credit ACDBE participation that is certified as such by the DEN Commerce Hub or the Colorado Department of Transportation.

The undersigned Concessionaire has satisfied the ACDBE concession requirements in the following manner (please check the appropriate space).

� The Concessionaire is committed to a minimum of _______% ACDBE goal utilization on this concession contract which meets or exceeds the ACDBE goal on this concession opportunity. The amount and type of participation proposed will become a firm commitment in the Concessions Lease Agreement.

� The concessionaire, is unable to meet the ACDBE goal, is committed to a minimum of _______% ACDBE utilization on this Concession Agreement contract and submits its documentation demonstrating good faith efforts.

� The Concessionaire is unable to meet the ACDBE goal and submits documentation demonstrating good faith efforts.

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Attachment 1, Part 4 ACDBE Commitment Form

Identify ACDBE Sub-Concessionaire, ACDBE joint venture partner, ACDBE equity partnership or other legal ACDBE business arrangement that meets ACDBE goal and eligibility standards in 49 CFR Part 23

Name and Address of ACDBE Firm Role of ACDBE % Level of Participation

(Use Additional Sheets if Necessary)

ACDBE UTILIZATION – VENDOR/SUPPLIERS OPPORTUNITIES

NOTE: An ACDBE Letter of Intent must be submitted for all ACDBE suppliers listed below. Attach copy of the ACDBE Certification Letter for all ACDBEs, regardless of participation type. Complete only if suppliers will be used to meet any portion of the ACDBE goal

List all actual and anticipated major vendors/suppliers; include both ACDBE and non-ACDBE, to be utilized on the concession (use additional sheets if necessary). Examples: Janitorial services, accounting services, HR services, etc.

NOTE: DEN will only credit ACDBE participation that is certified as such by the DEN Commerce Hub or the Colorado Department of Transportation.

Name and Address of Company

Business Area

Work to be Performed or Goods/Services to be Provided

Estimated Amount ($)

ACDBE

Y N

LOI & Cert.

Letter

Attached

(Use Additional Sheets if Necessary)

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SECTION D - AFFIRMATION

I HEREBY AFFIRM THAT THE ABOVE INFORMATION IS TRUE AND COMPLETE TO THE BEST OF MY KNOWLEDGE. I FURTHER UNDERSTAND AND AGREE THAT, THIS DOCUMENT SHALL BE ATTACHED THERTO AND BECOME A BINDING PART OF THE

CONCESSION AGREEMENT.

Name and Title of Authorized Official:

Signature:

Date:

For Questions:

Denver International Airport DEN Commerce Hub Airport Office Building | 9th Floor 8500 Peña Boulevard | Denver, CO 80249-6340 303-342-2185 | mark.white@flydenver.com

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LETTER OF INTENT

Name of Concession:

Address:

City: State: Zip:

Telephone: E-mail:

Name of ACDBE Firm:

Address:

City: State: Zip:

Telephone: Email:

Description of Goods and Services or work to be performed by ACDBE firm:

The Concessionaire is committed to utilizing the above named ACDBE for the goods and services or work described above.

The estimated dollar value of this work is $

AFFIRMATION

The above-named ACDBE firm affirms that it will perform the portion of the contract for the estimated dollar value as stated above.

By:

Concessionaire Signature Title Date

By:

ACDBE Signature Title Date

For Questions:

Denver International Airport | DEN Commerce Hub Airport Office Building | 9th Floor 8500 Peña Boulevard | Denver, CO 80249-6340 303-342-2185 | mark.white@flydenver.co

Proposal Forms Page 13 Attachment 1, Part 4 ACDBE Letter of Intent

JOINT VENTURE AFFIDAVIT

“The Undersigned swears that the foregoing statements are correct and include all material information necessary to identify and explain the terms and operation of our joint venture and the intended participation by each joint venturer in the undertaking.

Further, the Undersigned covenant and agree to provide the City current, complete, and accurate information regarding actual joint venture work and the payment thereof 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 City or Federal funding agency, if applicable. Any material misrepresentation will be grounds for terminating any contract which may be awarded and for initialing action under Federal or State laws concerning false statements”.

JOINT VENTURE INFORMATION

Joint Venture Name: Number of Partners:

Joint Venture Contact: Contact Email:

PARTNER 1

Name of Firm: Ownership %:

Print Name: Title:

Signature: Date:

NOTARY PUBLIC

County of: State of: My Commission Expires:

Subscribed and sworn before me this Day of , 20 Notary Seal

Notary Signature:

Address:

PARTNER 2

Name of Firm: Ownership %:

Print Name: Title:

Signature: Date:

NOTARY PUBLIC

County of: State of: My Commission Expires:

Subscribed and sworn before me this Day of , 20 Notary Seal

Notary Signature:

Address:

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PARTNER 3

Name of Firm: Ownership %:

Print Name: Title:

Signature: Date:

NOTARY PUBLIC

County of: State of: My Commission Expires:

Subscribed and sworn before me this Day of , 20 Notary Seal

Notary Signature:

Address:

Proposal Forms Page 15 Attachment 1, Part 4 ACDBE JV Affidavit

COMMERCE HUB | ACDBE JOINT VENTURE ELIGIBILITY FORM

Joint Venture means an association of two (2) or more business enterprises to constitute a single business enterprise to operate a concessions contract on City property for which purpose they combine their property, capital, efforts, skills and knowledge, and in which each joint venturer is responsible for a distinct, clearly defined portion of the work of the contract, performs a commercially useful function, and whose share in the capital contribution, control, management responsibilities, risks and profits of the joint venture are equal to its ownership interest. Joint ventures must have an agreement in writing specifying the terms and conditions of the relationships between the joint venturers and their relationship and responsibility to the contract.

The DEN Commerce Hub requires the following information be provided from participants of a prospective joint venture, to assist DEN in evaluating the proposed joint venture. This Joint Venture Eligibility form and the Joint Venture Affidavit apply if ACDBEs participate in this joint venture.

Please return this form, the Joint Venture Affidavit, a copy of your Joint Venture Agreement and any other documentation stated as required by DEN. If you have questions regarding this process, please contact the DEN Commerce Hub at 303-342-2185.

Joint Venture Information

Name: Contact Person:

Address: City: State: Zip:

Email Address: Phone:

Joint Venture Participants

Name: Contact Person:

Address: City: State: Zip:

Email Address: Phone:

% Ownership ACDBE Certifying Entity ACDBE Certification Date

Type of Work for which Certification was granted:

Name: Contact Person:

Address: City: State: Zip:

Email Address: Phone:

% Ownership: ACDBE Certifying Entity: ACDBE Certification Date:

Type of Work for which Certification was granted:

Name: Contact Person:

Address: City: State: Zip:

Email Address: Phone:

% Ownership: ACDBE Certifying Entity: ACDBE Certification Date:

Type of Work for which Certification was granted:

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General information

ACDBE Initial Capital Contributions: $ %

Future capital contributions (explain requirements) (attach additional sheets if necessary):

Source of Funds for the ACDBE Capital Contributions:

Describe the portion of the work or elements of the business controlled by the ACDBE or DBE (attach additional sheets if necessary):

Describe the portion of the work or elements of the business controlled by non- ACDBE or DBE: (attach additional sheets if necessary)

Describe the roles and responsibilities of each joint venture participant with respect to managing the joint venture (use additional sheets if necessary):

a. ACDBE joint venture participant:

b. Non-ACDBE joint venture participant:

Describe the roles and responsibilities of each joint venture participant with respect to operation of the joint venture (use additional sheets if necessary):

a. ACDBE joint venture participant:

b. Non-ACDBE joint venture participant:

Which firm will be responsible for accounting functions relative to the joint venture’s business?

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Explain what authority each party will have to commit or obligate the other to insurance and bonding companies, financing institutions, suppliers, subcontractors, and/or other parties?

Please provide information relating to the approximate number of management, administrative, support and non-management employees that will be required to operate the business and indicate whether they will be employees of the ACDBE, non- ACDBE or joint venture:

Non-ACDBE/DBE ACDBE JOINT VENTURE

Management

Administrative

Support

Hourly Employees

Please provide the name of the person who will be responsible for hiring employees for the Joint Venture.

Who will they be employed by?

Are any of the proposed joint venture employees currently employees of any of the joint venture partners?

Yes No

If yes, please list the number and positions and indicate which firm currently employs the individual(s), (use additional sheets if necessary)

Number of Employees Position Employed By

Attached a copy of the proposed joint venture agreement, promissory note and/or loan agreement (if applicable), and any and all written agreements between the joint venture partners.

List all other business relationships between the joint venture participants, including other joint venture agreements in which the parties are jointly involved.

**If there are any significant changes in or pertaining to this submittal, the joint venture members must immediately notify the DEN Commerce Hub.**

COMP-FRM-015 Rev. 03/09/2021

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JV NAME:

REVIEWER: Mark White

JOINT VENTURE PRE-SUBMITTAL ELIGIBILITY CHECKLIST

JOINT VENTURE: “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.”

Please indicate in which section of your Operating or Joint Venture agreement that we can find the following information:

GENERAL CHECKLIST OF REQUIREMENTS

Question(s) (Y/N/NA) Referencing section or document

• Comprised of two or more firms? (DEN automatically considers 2 or more firms with at least 1 ACDBE a JV)

• Is at least one firm certified as ACDBE in related NAICS codes?

• Are the roles of each JV member clearly defined?

• Is the ACDBE firm certified in the state of Colorado?

• Identification of the participants and ACDBE?

TERM OF THE JOINT VENTURE AGREEMENT

Question(s) (Y/N/NA) Referencing section or document

• How often can the terms be changed? (sections, clauses, etc)

• Events/condition joint venture can be dissolved/terminated

• Distribution of assets of joint venture after termination

Transfer of Interests

• Are the terms of transfer of interest specified in JV?

Capital contributed by each party (cash, financing, etc)

• Contributions from all owners

• Loan terms and Conditions

• Are the capital contributions by each participant specified?

Control: Execution/governance of work/decisions

• Voting Rights

• Voting process on major decisions

Assets

• Distribution of assets

Risks/Loss

• Distribution of risks and profits

Proposal Forms Page 19 Attachment 1, Part 4 ACDBE JV Eligibility Checklist

Proposal Forms Proposal Forms Page 23 Attachment 1, Part 5 W-9

Attachment 1, Part 5 W-9

FORM W-9

Please complete the Request for Taxpayer Identification Number and Certification (FORM W-9) and submit with your proposal

Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Go to www.irs.gov/FormW9 for instructions and the latest information.

Give Form to the requester. Do not send to the IRS.

P ri n t o r ty p e

S ee

S p e c if ic

I n s tr u c ti o n s o n p ag e

3.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.

Individual/sole proprietor or single-member LLC

C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership)

Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.

Other (see instructions)

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):

Exempt payee code (if any)

Exemption from FATCA reporting code (if any)

(Applies to accounts maintained outside the U.S.)

5 Address (number, street, and apt. or suite no.) See instructions.

6 City, state, and ZIP code

Requester’s name and address (optional)

7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.

Social security number or Employer identification number

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue

Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign Here

Signature of

U.S. person Date

General Instructions Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

Cat. No. 10231X Form W-9 (Rev. 10-2018)

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By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign

Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the instructions for Part II for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding.

See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

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Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S.

person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9.

This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.

IF the entity/person on line 1 is a(n) . . .

THEN check the box for . . .

• Corporation Corporation

• Individual

• Sole proprietorship, or

• Single-member limited liability company (LLC) owned by an individual and disregarded for U.S.

federal tax purposes.

Individual/sole proprietor or single-member LLC

• LLC treated as a partnership for U.S. federal tax purposes,

• LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or

• LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.

Limited liability company and enter the appropriate tax classification.

(P= Partnership; C= C corporation;

or S= S corporation)

• Partnership Partnership

• Trust/estate Trust/estate

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman…