KCI Bond Counsel RFP Final by Edgemoor Infrastructure & Real Estate

Request for Proposal and Qualifications #03202018-BC

To act as Bond Counsel for the New KCI Airport Terminal Financing

In connection with the Bond Issuance for the new Kansas City International Airport Terminal March 22, 2018

DISCLAIMER This Request for Proposal and Qualifications (“RFP/Q”) has been prepared by Project Finance Advisory, Ltd. (“PFAL”) with input from the City of Kansas City and the Kansas City Aviation Department, in its capacity as financial advisor to Edgemoor Infrastructure & Real Estate (“Edgemoor”) in connection with the Kansas City International Airport (“KCI”) Terminal A Modernization Project (“the New Terminal”). The information in this RFP/Q has been obtained from various sources including publicly available information and information provided by the City of Kansas City and Edgemoor. This RFP/Q is distributed on the explicit understanding that the information contained herein is preliminary by nature, is subject to amendment and completion, has not been independently verified, and that no representation or warranty, expressed or implied, is made, nor any responsibility accepted by the City of Kansas City, the Kansas City Aviation Department, Edgemoor nor its advisors with respect to the authenticity, validity, completeness, accuracy or reasonableness of any information, statements, translations, forecasts, opinions and comments contained in the RFP/Q or any accompanying documents. No agent, officer or employee of Edgemoor is authorized to make any such representation or

warranty. This RFP/Q is not intended by PFAL or Edgemoor to provide the basis of any credit, legal, financial or other evaluation. Should this RFP/Q contain summaries of documents, these should not be relied upon, and the original documentation must be referred to as is necessary for its full effect. The RFP/Q is intended only for the person to whom it is supplied by Edgemoor and may not be referenced, reproduced or used in whole or in part, for any purpose other than that contemplated by the RFP/Q. This document is a Request for Proposal and Qualifications, not an order or an offer. This document shall not be construed as a request or authorization to perform work at Edgemoor's expense. Any work performed by a proposer in connection with evaluating and responding to the RFP/Q and, if selected, negotiating a definitive agreement will be at the proposer’s own discretion and expense. This RFP/Q does not represent a commitment to move forward with the contemplated financing. Edgemoor reserves the right to reject any and all proposals and/or waive any formality at its sole and absolute discretion.

respectfully retain the right to terminate discussions with any or all of the parties participating in this process at any time, without reason, and at no cost or obligation to Edgemoor. By accepting this package and agreeing to participate in the RFP/Q process, you acknowledge that: i.

No contact shall be made with underwriters, bond insurers, lenders’ counsel, rating agencies, potential issuers, investors or other firms regarding the financing at this time or until Edgemoor or PFAL notifies you in writing that you are allowed to do so; and

ii.

All contact should be directed to PFAL, and no contact shall be made with the City of Kansas City or Kansas City Aviation Department officials or employees or Edgemoor officials or employees.

Failure to observe the above conditions may result in immediate disqualification from consideration.

The City of Kansas City and Edgemoor

CONTENTS 1. Executive Summary 2. The New Terminal 3. Bond Counsel Selection Criteria 4. Proposed Transaction Structure 5. Proposed Development Team 6. Procurement Timeline 7. Scope of Work 8. Response Requirements

9. Pricing Schedule 10. Link to Kansas Cityâ&#x20AC;&#x2122;s database of MBE/WBE 11. Administrative Information Attachment 1: HRD Forms and Instructions

1. EXECUTIVE SUMMARY Project Description

The City Council of Kansas City has selected the Edgemoor Infrastructure & Real Estate team (“the Developer”) as the preferred bidder for the approximately $1 billion Kansas City International Airport terminal project (“the New Terminal”). The new 750,000 square foot project will be built on the site of the Kansas City International Airport existing Terminal A. The New Terminal also includes a multi-level parking structure with roughly 6,500 parking spaces, and additional enclosed public surface parking with 2,000 spaces. The Developer and the City are contemplating the issuance of Tax Exempt Bonds for the purpose of financing the design/build construction of the New Terminal. No equity financing is anticipated to be utilized.

Development Team

Edgemoor Infrastructure & Real Estate (“Edgemoor” or “the Developer”) DB Contractor: Clark Construction, Clarkson Construction, Weitz Company Lead Architect: Skidmore Owings & Merrill Financial Advisor: Project Finance Advisory, Ltd. (“PFAL”)

Summary Timeline

• June 1, 2017: Kansas City issues the RFQ/P for the development • September 6, 2017: Preferred Proposer selected • September 21, 2017: Kansas City Council approves the Edgemoor Infrastructure & Real Estate team as the preferred proposer • November 7, 2017: Voter approval received for the New Terminal • February 8, 2018: Signing date for Memorandum of Understanding between Edgemoor and the City of Kansas City • September 2018: Financial / Commercial Close target date

Conduit Issuer

To be determined via a competitive process to identify the best qualified entity.

Debt Repayment Source

Revenue derived from the operations of the City’s airport system.

2. THE NEW TERMINAL Project Overview On Nov. 7, 2017, Kansas City residents voted in favor of building a new single terminal at KCI, with 75% voting to approve the project. The Memorandum of Understanding between the City of Kansas City and Edgemoor, the developer selected through the City’s procurement process, was approved by the City Council on February 8, 2018. The next steps involve negotiating the Development Agreement. The financing for the new terminal will be repaid with airport revenues including passenger facility charges as required by the ballot that the voters approved. The City will continue to own and operate the airport and new terminal. The New Terminal will provide the traveling public with a new, single, consolidated terminal complex with the latest in passenger conveniences and amenities. Compared to today’s existing terminals, the new KCI terminal will create separate arrival and departure roadways with covered private and commercial vehicle curbs, a new 6,500 stall public parking

garage immediately across from the terminal, new expedited check-in processes, the latest in passenger and carryon baggage security screening to minimize wait times, ample public circulation with moving walkways, a wide variety of food and retail concessions situated throughout the terminal, and larger gate departure areas with conveniently located restrooms. Additionally, major improvements to the airlines’ operating infrastructure including dual taxilanes to all aircraft gate positions and baggage handling systems will assist in improving on-time flight performance and faster baggage delivery.

The new terminal will be built on the site of the existing Terminal A, which has been closed for several years due to airline mergers. Terminals B & C will continue to operate during construction and will be demolished upon completion of the New Terminal. The project will be delivered under a fixed-price, date-certain designbuild contract by the Edgemoor-led team. The bond issuance associated with the New Terminal project could range in par value from $1 - $1.3 billion depending on a number of factors currently under

discussion between the parties. Financing It is currently anticipated that the long-term debt financing for the New Terminal will take the form of long-term, fixed-rate, taxexempt bonds. The purpose of this Request for Proposal and Qualifications (“RFP/Q”) is to allow potential bond counsel to develop an initial view of the New Terminal project and to provide proposed qualifications and terms and conditions on which they would be prepared to work with Edgemoor and the City to issue tax-exempt debt for the New Terminal.

Bond counsel for the financing is anticipated to be selected by a financing subcommittee made up of representatives from Edgemoor, PFAL, the City’s Aviation and Finance Departments, City’s financial advisor, and the Airlines based on the responses to this solicitation. Edgemoor and the City may conduct interviews with respondents prior to selection.

3. BOND COUNSEL SELECTION CRITERIA The purpose of this RFP/Q is to allow potential bond counsel to develop an initial view of the New Terminal program and provide terms and conditions on which they would be prepared to work with Edgemoor and the City of Kansas City to issue tax exempt debt to finance the construction of the New Terminal. Currently we anticipate that tax-exempt bonds will form 100% of the long-term debt financing. Fixed-rate traditional taxexempt bonds and/or airport exempt facility private activity bonds (depending on the improvements to be financed with the applicable bonds) are being considered for the New Terminal financing. The term of the financing is anticipated to be construction plus 30 years. No equity investment is anticipated in the New Terminal’s financing. Edgemoor and the City desire to select conduit issuer, the underwriting syndicate, bond and disclosure counsel through a competitive process. Responses Your response should take the form of a succinct letter response to each of the points in the Response Criteria provided in section 8 of this RFP/Q. Responses should be provided to the PFAL personnel indicated in Section 10.

Bond Counsel Selection Criteria The selection for the Bond Counsel for the New Terminal’s tax exempt debt will be made based on the following criteria, which you should consider in your response: Cost Efficiency: • Clarity and reasonableness of proposed fees Flexibility: • Willingness to work with service providers selected, on a competitive basis by Edgemoor Experience: • Experience acting as a bond counsel for issuances of equivalent size or scope • Experience acting as a bond counsel for airport revenue bond issuance • Experience in Kansas City • Bond Buyer “Red Book” Listing Timing: • Ability to meet timeline established by Edgemoor and the City of Kansas City

Responses must be sent on or before 5pm Kansas City time on the submission deadline shown on page 10. Late submissions may not be accepted. Any questions you have should be directed to the PFAL personnel listed in Section 10.

4. PROPOSED TRANSACTION STRUCTURE Through a financing agreement structure, the City will make payments equal to debt service on the bonds used to finance the new terminal. The bonds for the New Terminal will be payable from appropriated revenues as the City has no voter authorization for pledge of general airport revenues. The bonds will be issued either on parity with existing general airport revenue bonds (GARBs) or on a subordinate basis as permitted by the Master Bond Ordinance.

The City reserves that it may wish to establish a special purpose vehicle to act as the bond obligor if it makes economic sense to do so.

Issuer Conduit

Financing Agreement*

Debt Service

Debt Senior Debt PABs or Bonds

THE CITY

Development Agreement

Design-Build & Development Payments

EDGEMOOR Developer

Design-Build Payments

CLARK/WEITZ /CLARKSON Design-Builder

* Payable solely from revenues of the airport system.

5. PROPOSED DEVELOPMENT TEAM

Edgemoor Infrastructure & Real Estate

Design-Build Contractor

Edgemoor is able to provide the same corporate stability as its parent company, as Clark will guarantee Edgemoor's obligations under the Project Agreement, as necessary.



In business for 110+ years



#15 Top Contractors, Engineering News-Record



2016 Revenue: $5.0 billion

From state-of-the-art research and judicial facilities to massive transportation projects, Edgemoor Infrastructure & Real Estate is skilled at bringing much-needed projects to reality through creative public-private partnership and turnkey development solutions.

Clark Construction is one of the nation’s most experienced and respected providers of construction services, with over $4 billion in annual revenue.

An affiliate of Clark, Edgemoor is a leading vertically integrated developer and asset manager of public buildings and infrastructure. Working in concert with Clark Construction, the firms have delivered more than $1 billion in public-private and turnkey real estate development across the country.

Clark has successfully completed more than 42 projects at 18 major airport across the Country, including multiple jobs at Washington Dulles International Airport (Dulles, Virginia), Los Angeles International Airport (Los Angeles, CA), and William P. Hobby International Airport (Houston, TX).

5. PROPOSED DEVELOPMENT TEAM

Weitz

Clarkson

DB Contractor Member

DB Contractor

The Weitz Company is one of the oldest general contractors in the United States. We have forged our reputation by constantly seeking new construction innovations and technologies that provide our clients with predictable, reliable and collaborative services. Our financial strength, longevity and stability through more than 160 years of economic cycles has positioned us as a recognizable leader in the construction industry.

Founded in 1880, Clarkson Construction, based in Kansas City, Missouri, is one of the Midwest's largest and most diversified heavy contractors, performing over 80 percent of the work on projects with its own labor and equipment forces.

Skidmore, Owings & Merrill LLP (SOM)

Project Finance Advisory, Ltd. Financial Advisor Project Finance Advisory, Ltd. (â&#x20AC;&#x153;PFALâ&#x20AC;?) is an independent financial advisory firm that specializes in developing and implementing financial solutions for infrastructure and real estate projects. The unique service that we provide to our public and private sector clients consists of agnostic financial advice that incorporates design, engineering, and construction considerations.

Architect / Designer SOM is one of the largest and most influential architecture, interior design, engineering, and urban planning firms in the world. Founded in 1936, we have completed more than 10,000 projects in over 50 countries. We are renowned for our iconic buildings and our commitment to design excellence, innovation, and sustainability.

6. PROCUREMENT TIMELINE

March 26, 2018

Questions due to PFAL

March 30, 2018

Bond Counsel proposals due to Edgemoor and PFAL

April 3, 2018

Select bond counsel

September 28, 2018

Financial Close target date

7. SCOPE OF WORK 1.

Bond counsel will work with Edgemoor, PFAL, the Cityâ&#x20AC;&#x2122;s Aviation and Finance Departments, City Attorney's Office, Cityâ&#x20AC;&#x2122;s financial advisor and other appropriate parties for the completion of the bond issuance including such services as may be called upon to render in the preparation or examination of any leases, subleases, indentures, preliminary and final official statements or other offering documents, ordinances, resolutions or other instruments covering the transaction, preparation of the transcript of proceedings evidencing the action taken in connection with the authorization of the transaction, and to issue a final opinion thereupon which may include an opinion that the interest on the bonds is exempt from federal income taxation and from income taxation by the State of Missouri as well as miscellaneous required opinions, if applicable.

electronic copies of the transcript to the parties to the financing.

Legal opinions. Render approving legal opinions with respect to the validity of the bond transactions and such incidental opinions that may be necessary, including any opinions required by the other parties to the transaction.

Miscellaneous services. Provide miscellaneous consultation and advice on legal matters relating to the bond transaction; provide additional standard bond counsel services as may be necessary to complete the financing; and provide written or oral opinions on matters arising subsequent to the transaction, including the use of bond proceeds or use of the project. Counsel will review documents and provide oral and written opinions regarding the use of bond proceeds or use of the project without an additional fee. Counsel will provide Edgemoor and the City with any updates or changes to Securities Laws, Federal Laws, and IRS rules and regulations that may affect the bonds on which they were bond counsel.

Services to be provided by bond counsel may include: a)

Legal analysis and structuring. Advise Edgemoor, the City and other parties to City financings regarding the legal authority for the transaction and other legal aspects of the financing.

b) Preparation of legal documents. Prepare all proceedings and legal documents relating to the authorization of the transaction, including the resolutions and ordinances authorizing the transaction and other agreements required for the closing of the transaction including portions of the offering documents used in connection with the transaction and which are not prepared by the City, certificates and opinions required to complete the financing, including forms and attachments required by the Internal Revenue Service, such as 8038 and 8038-G, and various other documents that are required due to the type of bonds being issued. c)

Bond forms. Prepare the bond forms and arrange for the execution, authentication and delivery thereof.

d) Closing. Attend and coordinate the closing of the transaction; and review the closing memorandum. e) Transcripts. Assemble transcripts covering the proceedings relating to the authorization of the bond transaction, and distribute bound and

h) Tax counsel. Provide consultation and advice, including oral or written opinions on tax issues relating to the bond transaction, and the use of the proceeds and use of the project arising prior and subsequent to the closing of the transaction. Counsel will create a matrix summarizing the tax compliance certificate and advise and lead discussions with Edgemoor and City staff regarding the certificate. The discussion will include at least a one-hour meeting with Edgemoor and City staff. i)

Transaction counsel. Advise Edgemoor and City staff on benefits and risks of various debt instruments. Issue needed opinion on various debt instruments, including whether they are taxable or tax-exempt.

Counsel will owe a duty of care to the bondholders. Counsel will not represent the underwriter or underwriters. Counsel will not represent any party in any bond issuance wherein the City is a party to any underlying financing agreement or other bond documents without the written consent of the City.

8. RESPONSE REQUIREMENTS Edgemoor invites you to submit a proposal (“Proposal”) to act as a bond counsel for issuance of bonds that will be used to finance the design and construction of the New Terminal. Your proposal should include the following. You may add any additional information you deem necessary or helpful. 1.

Designation of the principals or partners who will actually perform work on the transaction, including those licensed in Missouri who have written opinions on bond issues as bond counsel and who are Red Book listed.

Designation of other staff members who may assist the principal or partner.

Background information on all key personnel involved in the issue, including the resume of the tax attorney assigned to this engagement. Proposers must provide a representative list of issues in which bond counsel and tax counsel have been involved as a team and describe the general nature of the tax issues involved.

Describe your familiarity with the Master Bond Ordinance for the City of Kansas City Airport System.

Other bond work. A representative list of other bond issues or bond transactions of a similar nature to that anticipated in this instance for which you have served as bond counsel. Experience in other roles, if included, should be listed separately and the role clearly identified.

Legal fees. Provide a statement of legal fees by completing Section 9: Proposed Fee Schedule Form.

Expenses. Expenses should be consolidated into the fee. There will be no reimbursement for travel expense nor there will be payment for regular time spent on administrative, clerical, secretarial, word processing or time accounting or office supplies.

Insurance. Submit a statement regarding your professional errors and omissions insurance coverage. The City requires an all risk policy with no exclusion for securities law work. A separate policy covering securities and securities law work may also be acceptable.

Litigation. Identify any claims paid or final judgments for legal malpractice against you (firm and/or individual) and the nature of the claim or judgment. Identify any pending claims (including claims being litigated) for legal malpractice against you (firm and/or individual) and the nature of the claim and its current status.

10. Disclosure of conflict of interest/business alignments with any Missouribased conduit issuers.

11. The City desires that City certified Minority Business Enterprises (MBEs) and City certified Women Business Enterprises (WBEs) have a maximum opportunity to participate in the performance of City contracts. The MBE/WBE participation goals for this Project are 20% MBE participation and 15% WBE participation, but Edgemoor will have a favorable view of proposers that commit to higher participation goals. The City's HRD Forms and Instructions are incorporated into this Request for Proposal and Qualificationss as an attachment. Please complete HRD Form 13 - Affidavit of Intended Utilization and provide it with your response to this RFP/Q. Section 10 of this RFP/Q provides a link to Kansas City’s database of Citycertified MBE/WBE firms. Please contact the City's Human Relations Department at 816-513-1836 for assistance on any aspect of the MBE/WBE program. 12. Identify whether your firm is a certified participant of Minority/Women Business Enterprise Program verified by the City of Kansas City.

9. PROPOSED FEE SCHEDULE FORM The City anticipates issuing $1-1.3 billion in airport revenue bonds. Your fee cap indication should include all estimated expenses.

Par Amount per Issue

Bond Counsel Rate per $1000 in bonds

Under $_______ Over $________ Total, $ Fee cap Estimated Expenses

10. MBE/WBE FIRMS

Kansas Cityâ&#x20AC;&#x2122;s database of City-registered minority and women-owned businesses is available at the following link: https://kcmohrd.mwdbe.com/

11. ADMINISTRATIVE Please send responses and questions you may have on any of the foregoing to:

Victoria Taylor, PFAL (415) 580 5202 victoria.taylor@pfalimited.com

Nikita Manayenkov, PFAL (415) 580 5208 Nikita.manayenkov@pfalimited.com

It is the obligation of respondents to contact PFAL to verify receipt of your proposal prior to the deadline.

ATTACHMENT 1: HRD FORMS AND INSTRUCTIONS

HRD INSTRUCTIONS FOR NON-CONSTRUCTION BIDS MINORITY/WOMEN BUSINESS ENTERPRISE REQUIREMENTS I. City’s MBE/WBE Program. A. The City has adopted a Minority/Women Business Enterprise Program (Sections 3-421 through 3-429, Code of Ordinances) (the “Program”) to implement the City’s policy of supporting the fullest possible participation in City contracts and change orders of firms owned and controlled by minorities and women. Each contract may have an MBE and/or WBE goal for participation. An MBE or WBE goal is a numerical objective the City has set for the contract, which may be awarded pursuant to these bid specifications. Goals are stated as a percentage of contract dollars. For example, if an MBE goal for a contract is 10% and a Bidder submits a bid of $100,000, the goal for MBE participation would equal $10,000. The specific MBE/WBE goals on this contract are set forth elsewhere in the bid specifications. B. By submitting a Bid, the Bidder agrees, as a material term of the contract, to carry out the City’s MBE/WBE Program by making good faith efforts to include certified MBE/WBEs in the contract work to the extent of the goals listed for the contract and to the fullest extent consistent with submitting the lowest and best bid to the City. Bidder agrees that the Program is incorporated into this document and agrees to follow the Program. Although it is not a requirement for approval of the bid that a Bidder in fact meet or exceed both the MBE and WBE Goals, it is a requirement for approval of the Bid that a Bidder objectively demonstrate to the City that good faith efforts have been made to meet the Goals. Bidders must attempt to meet both the MBE and WBE goals and request a waiver if either is not met. C. The following HRD Forms are attached and must be used for MBE/WBE submittals: 1. Contractor Utilization Plan/Request for Waiver (HRD Form 8); and 2. Letter of Intent to Subcontract (HRD Form 00450.01); and 3. Timetable for MBE/WBE Utilization (HRD Form 10); and 4. Request for Modification or Substitution (HRD Form 11); and 5. Contractor Affidavit for Final Payment (Form 01290.14); and 6. Subcontractor Affidavit for Final Payment (Form 01290.15). Warning: The City only gives MBE/WBE credit for a bidder’s use of certified MBE/WBEs. A certified MBE/WBE firm is a firm that has been certified by the City’s Human Relations Department as such. An MBE/WBE firm must be certified before the date on which the bid is due and the MBE/WBE firm must have filed an application for certification no later than forty-five (45) days prior to the Invitation for Bid. Certified MBEs and WBEs are listed in the M/W/DBE Kansas City Mo. Online Directory, which is available on the City’s website at www.kcmo.org. Before a Bidder submits a bid, Bidder should contact HRD and consult the directory to make sure any firm proposed for use for MBE/WBE participation has been certified.

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II. Required Submissions Following Bid Opening. A. Bidder must submit the following documents within forty-eight (48) hours of bid opening: 1. Contractor Utilization Plan/Request for Waiver (HRD Form 8). This form states a Bidderâ&#x20AC;&#x2122;s plan to use specific certified MBE/WBEs in the performance of the contract and includes the following: a. The work to be performed by each MBE/WBE and the amounts each is to be paid for the work; and b. The name, address, race or ethnic origin, gender and employer identification number or social security number of each MBE/WBE that will perform the work. c. An automatic request for waiver in the event Bidder has not met or exceeded the MBE and/or WBE goals for the contract but believes that it has made good faith efforts to meet or exceed the goals and desires a waiver of the goals. If a waiver is requested, HRD will examine the Bidderâ&#x20AC;&#x2122;s documentation of good faith efforts and make a recommendation to grant or deny the waiver. HRD will recommend a waiver be granted only if the Bidder has made good faith efforts to obtain MBE/WBE participation. 2. Letter(s) of Intent to Subcontract (HRD Form 00450.01). A letter must be provided from each MBE/WBE listed on the Contractor Utilization Plan. These letters verify that the MBE/WBE has agreed to execute a formal agreement for the work and indicate the scope of work to be performed and the price agreed upon for the work. III. Required Submission when Requested by City. A. Bidder must submit the following documents when requested by City: 1. Timetable for MBE/WBE Utilization (HRD Form 10). 2. Documentation of good faith efforts. IV. Required Monthly Submissions during term of Contract. A. Bidder must submit the following document on a monthly basis if awarded the contract: 1. M/WBE Monthly Utilization Report (HRD Form 00485.01). This report must be submitted to the Director by the 15th of each month. Failure to submit timely reports may result in delays in processing of current and future contract approvals and payment applications. V. Required Submittals for Final Contract Payment. A. Contractor must submit the following document with its request for final payment under the contract: 1. Contractor Affidavit for Final Payment (Form 01290.14) 2. Subcontractor Affidavit(s) for Final Payment (Form 01290.15)

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VI. Additional Submittals. A. Contractor may be required to make additional submittals during the term of the Contract, including Request for Modification or Substitution (HRD Form 11). Refer to Section IX, Modification of the Contractor Utilization Plan or Substitution of an MBE/WBE, for additional instructions on when this form must be submitted. VII.

MBE/WBE Participation Credit.

A. The following shall be credited towards achieving the goals: 1. The total contract dollar amount that a prime contractor has paid or is obligated to pay to a subcontractor that is a qualified MBE or WBE, except as otherwise expressly provided for herein. 2. Twenty-five percent (25%) of the total dollar amount paid or to be paid by a prime contractor to obtain supplies or goods from a supplier who is a qualified MBE or WBE. 3. Ten percent (10%) of the total dollar amount paid or to be paid by a prime contractor to obtain supplies or goods from a supply broker who is a qualified MBE or WBE. 4. Subcontractor participation with a lower tier MBE/WBE subcontractor using one of the above methods of participation. B. NO CREDIT, however, will be given for the following: 1. Participation in a contract by a MBE or WBE that does not perform a commercially useful function as defined by the Program; and 2. Any portion of the value of the contract that an MBE or WBE subcontractor subcontracts back to the prime contractor or any other contractor who is not a qualified MBE/WBE; and 3. An MBE or WBE prime contractorâ&#x20AC;&#x2122;s own participation in its contract with City; and 4. Materials and supplies used on the contract unless the MBE/WBE is responsible for negotiating the price, determining quality and quantity, ordering the materials and installing (where applicable) and paying for material itself; and 5. Work performed by an MBE or WBE in a scope of work other than that in which the MBE or WBE is currently certified. VIII. Methods for Securing Participation of MBE/WBEs and Good Faith Efforts. A. Good faith efforts are efforts that, given all relevant circumstances, a Bidder actively and aggressively seeking to meet the goals can reasonably be expected to make. Good faith efforts must be made before the Bidder submits a Contractor Utilization Plan, in other words, within 48 hours of bid opening. Warning: Efforts to obtain MBE/WBE participation made after a Contractor Utilization Plan is submitted cannot be used to show the Bidder made good faith efforts. B. In evaluating good faith efforts, the Director of HRD will consider whether the Bidder has performed the following, along with any other relevant factors: 1. Advertised opportunities to participate in the contract in general circulation media, trade and professional association publications, small and minority business media, and publications of minority and womenâ&#x20AC;&#x2122;s business organizations in sufficient time to allow HRD 07 Instructions for Non-Construction Bids 050113 3 of 6

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MBE and WBE firms to participate effectively. 2. Provided notice to a reasonable number of minority and women’s business organizations for specific opportunities to participate in the contract in sufficient time to allow MBE and WBE firms to participate effectively. 3. Sent written notices, by certified mail or facsimile, to qualified MBEs and WBEs soliciting their participation in the contract in sufficient time to allow them to participate effectively. 4. Attempted to identify portions of the work for qualified MBE and/or WBE participation in order to increase the likelihood of meeting the goals, including breaking down contracts into economically feasible units. A Bidder should send letters by certified mail or facsimile to those MBE/WBE contractors identified by HRD listed in those categories which are in those subcontractors’s scope of work. The portion of work for which a proposal from an MBE/WBE is being solicited shall be as specific as possible. Letters which are general are not acceptable. 5. Requested assistance in achieving the goal from the Director and acted on the Director’s recommendations. 6. Conferred with qualified MBEs and WBEs and explained the scope and requirements of the work for which their bids or proposals were solicited. 7. Attempted to negotiate in good faith with qualified MBEs and WBEs to perform specific subcontracts; not rejecting them as unqualified without sound reasons based on a thorough investigation of their capabilities. Documentation of good faith negotiations with MBE/WBEs from whom proposals were received in an effort to reach a mutually acceptable price should include: a. Names, addresses and telephone numbers of MBE/WBEs that were contacted and date of contact; b. The information provided to MBE/WBEs regarding the plans and specifications for portions of the work to be performed by them; c. The reasons no agreement was reached with any MBE/WBE, including the basis for any Bid rejection (i.e., availability, price, qualifications or other); d. Descriptions of attempts to provide technical assistance to MBE/WBEs to obtain necessary insurance and/or to obtain necessary supplies at the best prices available. C. A Bidder will be required to give the City documentation to prove that it made good faith efforts. The Bidder will be contacted by the City with further instructions about when this documentation must be submitted. IX. Modification of the Contractor Utilization Plan or Substitution of an MBE/WBE. A. After bid opening, a Bidder or Contractor may need to substitute an MBE and/or WBE or request that the amount of MBE/WBE participation listed in its Contractor Utilization Plan be modified. Bidder or Contractor must file a Request for Modification or Substitution (HRD Form 11) prior to actual substitution and within a reasonable time after learning that a modification or substitution is necessary. The Director may approve substitutions or modifications and upon approval, the modifications and substitutions will become an HRD 07 Instructions for Non-Construction Bids 050113 4 of 6

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amendment to the Contractor Utilization Plan. approved when:

Modifications or substitutions may be

1. The Director finds that the Bidder or Contractor made and provided evidence of good faith efforts to substitute the MBE/WBE listed on the Contractor Utilization Plan with other certified MBE/WBEs for the scope of work or any other scope of work in the contract; AND 2. The Director also finds one of the following: a. The listed MBE/WBE is non-responsive or cannot perform; or b. The listed MBE/WBE has increased its previously quoted price to the bidder or contractor without a corresponding change in the scope of the work; or c. The listed MBE/WBE has committed a material default or breach of its contract with the contractor; or d. Requirements of the scope of work of the contract have changed and render subcontracting not feasible or not feasible at the levels required by the goals established for the contract; or e. The listed MBE/WBE is unacceptable to the contracting department; or f. The listed MBE/WBE thereafter had its certification revoked; or g. The Bidder or Contractor has not attempted intentionally to evade the requirements of the Program and it is in the best interests of the City to allow a modification or substitution. B. A modification shall not be made unless the modification or substitution has first been requested and approved by the Director. X. Access to Documents and Records. A. By submitting a Bid, each Bidder agrees to permit the City, its duly authorized agents or employees, access at all reasonable times to all books and business records of Bidder as may be necessary to ascertain compliance with the requirements of this document and the Program, within ten (10) days of the date of the written request. B. All Bidders agree to cooperate with the contracting department and HRD in studies and surveys regarding the MBE/WBE program. XI. Miscellaneous. A. In the event of any conflict between this document and the Program, the provisions of the Program shall control. The terms used in this document are defined in the Program. B. Verbal representations are not binding on the City. C. The City Council may waive the requirements of this document and the Program and award the contract to the lowest and best bidder if the City Council determines a waiver is in the best interests of the City. D. The Director may grant extensions of time to Bidders to submit Letters of Intent to Subcontract (HRD Form 00450.01). XII.

Liquidated Damages â&#x20AC;&#x201C; MBE/WBE Program.

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A. If Contractor fails to achieve the MBE/WBE goals stated in its Contractor Utilization Plan, as amended, the City will sustain damages, the exact extent of which would be difficult or impossible to ascertain. Therefore, in order to liquidate those damages, the monetary difference between the amount of the MBE/WBE goals set forth in the Contractor Utilization Plan, as amended, and the amount actually paid to qualified MBEs and WBEs for performing a commercially useful function will be deducted from the Contractorâ&#x20AC;&#x2122;s payments as liquidated damages. In determining the amount actually paid to qualified MBEs and WBEs, no credit will be given for the portion of participation that was not approved by the Director, unless the Director determines that the contractor acted in good faith. No deduction for liquidated damages will be made when, for reasons beyond the control of the Contractor, the MBE/WBE participation stated in the Contractor Utilization Plan, as amended and approved by the Director is not met.

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CONTRACTOR UTILIZATION PLAN/REQUEST FOR WAIVER Project Number ____________________________________________ Project Title _______________________________________________

______________________________________________________ (Department Project)

_____________________ Department

______________________________________________________________________________ (Bidder/Proposer) STATE OF ____________________ ) ) ss COUNTY OF __________________ ) I, _______________________________, of lawful age and upon my oath state as follows: 1. This Affidavit is made for the purpose of complying with the provisions of the MBE/WBE submittal requirements on the above project and the MBE/WBE Program and is given on behalf of the Bidder/Proposer listed below. It sets out the Bidder/Proposerâ&#x20AC;&#x2122;s plan to utilize MBE and/or WBE contractors on the project. 2. The project target goals are __________ % MBE and __________ % WBE. 3. Bidder/Proposer assures that it will utilize a minimum of the following percentages of MBE/WBE participation in the above project: a. BIDDER/PROPOSER PARTICIPATION:________% MBE _______% WBE b. POST-BID/POST-RFP ESTIMATED BUDGET: $_________________ 4. The following are the M/WBE subcontractors whose utilization Bidder/Proposer warrants will meet or exceed the above-listed Bidder/Proposer Participation. Bidder/Proposer warrants that it will utilize the M/WBE subcontractors to provide the goods/services described in the applicable Letter(s) of Intent to Subcontract, copies of which shall collectively be deemed incorporated herein). (All firms must currently be certified by Kansas City, Missouri) a.

Name of M/WBE Firm ______________________________________________ Address __________________________________________________________ Telephone No. _____________________________________________________

00450 HRD 08 Utilization Plan & Req. for Waiver 02062018

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I.R.S. No. ________________________________________________________ b.

(List additional M/WBEs, if any, on additional page and attach to this form) 4. The following is a breakdown of the percentage of the total contract amount that Bidder/Proposer agrees to pay to each listed M/WBE: MBE/WBE BREAKDOWN SHEET MBE FIRMS: Name of MBE Firm

Supplier/Broker/Contractor

Subcontract Amount*

Weighted Value**

% of Total Contract

_____________________

__________ _______

_______

_____________________

__________ _______

_______

_____________________

__________ _______

_______

_____________________

__________ _______

_______

_____________________

__________ _______

_______

_____________________

__________ _______

_______

_____________________

__________ _______

_______

00450 HRD 08 Utilization Plan & Req. for Waiver 02062018

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_____________________

TOTAL MBE $ / TOTAL MBE %:

__________ _______

_______

$____________

______%

______________________________________________________________________________ WBE FIRMS: Name of WBE Firm

Supplier/Broker/Contractor

Subcontract Amount*

Weighted Value**

% of Total Contract

_____________________

__________ _______

_______

_____________________

__________ _______

_______

_____________________

__________ _______

_______

_____________________

__________ _______

_______

_____________________

__________ _______

_______

_____________________

__________ _______

_______

_____________________

__________ _______

_______

_____________________

__________ _______

_______

$____________

______%

TOTAL WBE $ / TOTAL WBE %:

_____________________________________________________________________________ *“Subcontract Amount” refers to the dollar amount that Bidder/Proposer has agreed to pay each M/WBE subcontractor as of the date of contracting and is indicated here solely for the purpose of calculating the percentage that this sum represents in proportion to the total contract amount. Any contract amendments and/or change orders changing the total contract amount may alter the amount due an M/WBE under their subcontract for purposes of meeting or exceeding the Bidder/Proposer participation. **“Weighted Value” means the portion of the subcontract amount that will be credited towards meeting the Bidder/Proposer participation. See HRD Forms and Instructions for allowable credit and special instructions for suppliers. 5. Bidder/Proposer acknowledges that the monetary amount to be paid each listed M/WBE for their work, and which is approved herein, is an amount corresponding to the percentage of the total contract amount allocable to each listed M/WBE as calculated in the MBE/WBE Breakdown Sheet. Bidder/Proposer further acknowledges that this amount may be higher than the subcontract amount listed therein as change orders and/or amendments changing the total contract amount may correspondingly increase the amount of compensation due an M/WBE for purposes of meeting or exceeding the Bidder/Proposer participation

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6. Bidder/Proposer acknowledges that it is responsible for considering the effect that any change orders and/or amendments changing the total contract amount may have on its ability to meet or exceed the Bidder/Proposer participation. Bidder/Proposer further acknowledges that it is responsible for submitting a Request for Modification or Substitution if it will be unable to meet or exceed the Bidder/Proposer participation set forth herein. 7. If Bidder/Proposer has not achieved both the M/WBE goal(s) set for this Project, Bidder/Proposer hereby requests a waiver of the MBE and/or WBE goal(s) that Bidder/Proposer has failed to achieve 8. Bidder/Proposer will present documentation of its good faith efforts, a narrative summary detailing its efforts and the reasons its efforts were unsuccessful when requested by the City. 9. I hereby certify that I am authorized to make this Affidavit on behalf of the Bidder/Proposer named below and who shall abide by the terms set forth herein: Bidder/Proposer primary contact: Address:

_________ _________ _________ _________ _________

Phone Number: Facsimile number: E-mail Address:

By: __________________________________ Title: __________________________________ Date: __________________________________ (Attach corporate seal if applicable)

Subscribed and sworn to before me this ______ day of ___________________, 20__.

My Commission Expires: __________________

00450 HRD 08 Utilization Plan & Req. for Waiver 02062018

_________________________________ Notary Public

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LETTER OF INTENT TO SUBCONTRACT Project Name/Title Project Location/Number

______________________________________ (“Prime Contractor”) agrees to enter into a contractual agreement with ________________________________________ (“M/W/DBE/Section 3 Subcontractor”), who will provide the following goods/services in connection with the above-referenced contract: (Insert a brief narrative describing the goods/services to be provided. Broad categorizations (e.g., “electrical,” “plumbing,” etc.) or the listing of the NAICS Codes in which M/W/DBE Subcontractor is certified are insufficient and may result in this Letter of Intent to Subcontract not being accepted.) _____________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ __________________________________________________________________________, for an estimated amount of $____________________ (or ______%) of the total estimated contract value. M/W/DBE Subcontractor is, to the best of Prime Contractor’s knowledge, currently certified with the City of Kansas City’s Human Relations Department to perform in the capacities indicated herein. Prime Contractor agrees to utilize M/W/DBE Subcontractor in the capacities indicated herein, and M/W/DBE Subcontractor agrees to work on the above-referenced contract in the capacities indicated herein, contingent upon award of the contract to Prime Contractor. This section is to be completed by the M/W/DBE subcontractor listed above. Please state specifically if there are no subcontracts intended for the above scopes of work. Please attach additional sheets for more than one intended sub-tier contract. IMPORTANT: Please note that falsification of this document will result in denial and other remedies available under the City Code.

The M/W/DBE Subcontractor is subcontracting certain portions of the above stated scope of work to: (1)

Company Name: Address: Primary Contact:

___________________________ ______ __________________________________________________________ __________________________________________________________

a) This subcontractor is/is not an M/W/DBE certified with the City of Kansas City, Missouri (circle one).  

NOTE 1: If this subcontractor is an M/W/DBE certified with the City of Kansas City, Missouri, a separate Letter of Intent must be attached to this document. NOTE 2: If this subcontractor is not a certified M/W/DBE certified with the City of Kansas City, Missouri, the firm must still be listed for reporting purposes but no corresponding Letter of Intent is required.

b) Scope of work to be performed:_________________________________________________ c) The dollar value of the agreement is: ____________ d) Date of the contractual agreement (if applicable): __________________________________

00450.01 HRD Letter of Intent to Subcontract 020618

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PRIME CONTRACTOR: _______________________________________ Signature: Prime Contractor ________________________________________ Print Name ________________________________________ Title Date

State of County of

) ) )

SS.

I, knowledge and belief.

, state that the above and foregoing is based on my best

_______________ Name & Title Subscribed and sworn to before me, a notary public, on this

day of

, 20___.

My Commission Expires: Notary Public

M/W/DBE SUBCONTRACTOR: _______________________________________ Signature: M/W/DBE Subcontractor ________________________________________ Print Name ________________________________________ Title Date

State of County of

) ) )

SS.

I, knowledge and belief.

, state that the above and foregoing is based on my best

_______________ Name & Title Subscribed and sworn to before me, a notary public, on this

day of

, 20___.

My Commission Expires:

00450.01 HRD Letter of Intent to Subcontract 020618

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