I. POLICY (§23.23)

Philadelphia International Airport ("PHL" or "Airport") is committed to a program for ensuring the participation of Airport Concession Disadvantaged Business Enterprises ("ACDBE[s]") in PHL-related contracting opportunities ("Program") in accordance with 49 Code of Federal Regulations Part 23, effective April 21, 2005, as may be amended from time to time ("Part 23"). It is PHL's policy to ensure nondiscrimination on the basis of race, color, sex or national origin in the award and administration of concession-related contracting opportunities at PHL. It is PHL's intention to create a level playing field on which ACDBEs can compete fairly for concession-related contracting opportunities.

The City of Philadelphia, Commerce Department, Division of Aviation, ("DOA") is responsible for establishing PHL's ACDBE policy. PHL's Director of Aviation is to ensure adherence to this policy. The DBE Liaison Officer, who reports directly to the Assistant Director of Aviation, in coordination with the Director of Aviation, is responsible for the development, implementation and monitoring of the Program in a non-discriminatory manner as is more fully explained herein. It is the expectation of the DOA that all PHL personnel shall adhere to the spirit as well as the provisions and procedures of this Program.

This policy will be circulated to the City of Philadelphia (the "City") and DOA personnel and to members of the business community that perform or are interested in performing work on PHL concession-related contracts. The complete Program and the overall ACDBE goal analysis are available for review in the Division of Aviation Executive Offices at Philadelphia International Airport.

This Program will be submitted to the Federal Aviation Administration ("FAA") for approval pursuant to Part 23. The Program will be modified to the extent required by the FAA to obtain the FAA's approval.

If there are any questions or need for further information regarding this Program, please contact the DBE Liaison Officer, Veronica Daniel, via telephone at 215.937.5479 or via e-mail at veronica.daniel@phl.org.

Dated: ________________________
______________________________ Charles Isdell, A.A.E., Director of Aviation



A. Objectives / Policy Statement (23.1 and 23.23)

It is PHL's policy to ensure that ACDBEs, as defined in Part 23, have an equal opportunity to receive and participate in PHL concession opportunities. PHL will be guided by the following objectives in the administration and monitoring of its Program:

1. To ensure nondiscrimination in the award and administration of all concession related opportunities at PHL and to operate the Program in a non-discriminatory manner;

2. To create a level playing field on which ACDBEs can compete fairly for PHL concession opportunities;

3. To ensure that the Program is narrowly tailored in accordance with applicable law;

4. To ensure that only firms that fully meet Part 23 eligibility standards are permitted to participate as ACDBEs;

5. To help remove barriers to the participation of ACDBEs in PHL's concession opportunities; and

6. To assist in establishing and providing opportunities for ACDBEs.

B. Dissemination of Policy Statement (23.23)

PHL intends to disseminate this policy statement to the City of Philadelphia and all components of our organization. We will distribute this statement to DBE and non-DBE business communities and concerns, including those which are current and those which will apply or are interested in applying for concessions opportunities at PHL.

II. PROGRAM ADMINISTRATION

This Program is being submitted in accordance with FAA regulations, specifically, Part 23 §§ 21 and 5. Implementation and administration of the Program is afforded the same priority as compliance with all other legal obligations incurred by PHL in its financial assistance agreements with the U.S. Department of Transportation ("DOT").

If there are any conflicts or inconsistencies between Part 23 and the Program, Part 23 shall prevail.

A. Part 23 Applicability

PHL is a recipient of federal financial assistance from the FAA of the United States Department of Transportation, which was authorized under Title 49 of the United States Code. Said financial assistance has been rendered after 1988. As such, PHL is required to implement this Program in accordance with Part 23.

B. Definition of Terms

The terms used in this Program have the same meaning as those terms defined in 49 CFR Part 23 § 3.

B. Nondiscrimination (23.9)

PHL is committed to operating this Program in a nondiscriminatory manner. PHL shall never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any concession related contract on the basis of race, color, sex, or national origin. PHL will also take any and all necessary and reasonable steps to ensure nondiscrimination in the award and administration of contracts and agreements covered by Part 23.

In administering the Program, PHL will not, directly or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the Program with respect to individuals of a particular race, color, sex or national origin. Furthermore, in accordance with Part 23 § 25(c), PHL will use available resources to seek ACDBE participation in all categories of airport concessions and will work to develop measures to address over-concentration in one category or a few categories to the exclusion of others.

In furtherance of this section and as per Part 23 § 9(c), the following nondiscrimination language will be included in all PHL concession agreements and management contracts executed with any firm after April 21, 2005:

"This agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR part 23. The concessionaire or contractor agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR part 23;" and

"The concessionaire or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR part 23, that it enters and cause those businesses to similarly include the statements in further agreements."

C. DBE Liaison Officer (23.23)

The DBE Liaison Officer, in consultation with the Minority Business Enterprise Council of the City of Philadelphia, Finance Department's ("MBEC") and; if applicable, the PHL concession developer is responsible for implementing and monitoring all aspects of the Program and ensuring that PHL complies with all provisions of Part 23. The DBE Liaison Officer has direct, independent access to the Director of Aviation concerning Program matters.

The support resources available to the DBE Liaison Officer are as follows: one concession developer professional employee assigned to the PHL Program; two PHL professional employees and one PHL support employee who devote a portion of their time to the Program.

Duties and responsibilities assigned to the DBE Liaison Officer include but are not limited to:

1. Analyzing and assessing data for the establishment and achievement of ACDBE goals;

2. Developing and evaluating the Program and preparing supplemental procedures and guidelines to implement in the Program in accordance with Part 23;

3. Ensuring that race-neutral measures are addressed through community outreach programs, providing technical assistance to ACDBEs, providing ACDBE firm availability to competitors to assist them in ACDBE participation, and locating and identifying ACDBEs who may be interested in participating as concessionaires;

4. Monitoring contract and Program ACDBE participation and making adjustments to procedures (in accordance with Part 23), goals and means of achievement;

5. Participating in local and regional conferences in which the primary focus is addressing the concerns of ACDBEs;

6. Attending monthly Disadvantage Business Enterprises Advisory Committee ("DAC") meetings; and

7. Maintaining all appropriate records and documentation of the Program.

III. PROGRAM IMPLEMENTATION: GOALS, GOOD FAITH EFFORTS AND COUNTING (Subpart D)

PHL shall establish two separate, overall, three-year ACDBE goals as per Part 23 § 41(a). The first goal will be for car rental concessions and the second will be for concessions other than car rentals. The overall goal for PHL rental car concessions shall be expressed as a percentage of the total estimated dollar value of vehicles and other goods and services purchased from ACDBEs by car rental concessions as provided in Part 23 § 51(c)(5)(ii). PHL's overall goal for non-car rental concessions shall be expressed as a percentage of total gross receipts of all PHL concessions. PHL's overall goals are based on the number of ready, willing and able ACDBEs relative to all businesses ready, willing and able to participate in PHL concession contract opportunities and are reflective of the amount of participation PHL would expect in a market free of discrimination.

PHL intends to meet the goals to the maximum extent feasible through race-neutral measures. Where race-neutral measures are inadequate to meet overall goals, PHL will use race-conscious measures that may include establishing concession-specific goals for particular concession opportunities. As a requirement of a concession award, all businesses subject to ACDBE goals (except car rental companies) must make good faith efforts to explore all available options to meet goals to the maximum extent practicable, through direct ownership arrangements with ACDBEs.

Notwithstanding the foregoing, PHL will seek ACDBE participation in all types of concession activities and will not concentrate participation in one category or a few categories to the exclusion of others.

A. Overall Goal Methodology (23.51)

The DBE Liaison Officer, in conjunction with MBEC, the concession developer and other appropriate staff, will conduct analyses within the relevant market areas of available firms that are ready, willing and able to participate in PHL's Program relative to the availability of all businesses that are ready, willing and able to participate. PHL will include contracting opportunities and other factors in determining the geographical market area. The DBE Liaison Officer may consult a variety of sources, such as DBE Directories, US Census Bureau Data, PHL's Active Participant List and other appropriate sources in determining a base figure for the relevant availability of ACDBEs.

The base figure for non-car rental concessions will be expressed as the percentage of all available ACDBEs in each concession category relative to all available non-car rental concessionaires in the same category and may include adjustments based on past participation, disparity studies, concession type or other factors.

PHL's car rental base figure will be determined by the total car rental concession purchase of goods and services from DBEs relative to all car rental concession purchases.

B. Goal Setting

Upon completion of the calculations in II.A above, the DBE Liaison Officer will prepare the ACDBE goals for PHL's concessions related contracts. These goals established under Part 23 will provide for participation by all certified ACDBEs and will not be subdivided into group-specific goals. A report of the goals ("Report") will be distributed to members of DAC, which includes the Director of Aviation, MBEC Deputy Director of Certifications, Airport Properties Manager, and Airport legal counsel for review. The Report will include the FAA required three-year goals as well as the analysis and methodology used in computing the race-neutral, race-conscious and overall goals. Upon approval by the Director, the Report will be submitted to the FAA. PHL will submit new three-year goals to the FAA every three years as required by Part 23 § 23.45(b). PHL will review the goals annually to ensure that the goals continue to fit its circumstances appropriately. PHL will report to the FAA any significant adjustments that it makes to its goal in the time before its next scheduled submission.

C. Consultation

Prior to the goal calculations and submission of the goals to the FAA, the City will consult with a broad spectrum of minority and women focused business organizations in order to collect comment on past and present-day discrimination and assess any perceived barriers to doing business with the City. These organizations may include FAA, other airports, community organizations, trade specific associations, existing concessionaires, local chambers of commerce, and any other official or organization which could reasonably be expected to have information of, or experience as, [a] DBE[s] and/or the effects of discrimination.

D. Race-Neutral Measures

In accordance with Part 23, PHL will make every effort to maximize the use of race-neutral measures to meet goals, obtaining as much as possible of the ACDBE participation needed to meet overall goals through such measures. The race-neutral measures will include, but are not limited to:

1. Locating and identifying ACDBEs and other small businesses that may be interested in participating as concessionaires under this part;

2. Notifying ACDBEs of concession opportunities and encouraging them to compete, when appropriate;

3. When practical, structuring concession activities so as to encourage and facilitate the participation of ACDBEs;

4. Providing assistance to ACDBEs in overcoming limitations, such as inability to obtain bonding or financing with the creation of the Revolving Loan Fund;

5. Providing information concerning the availability of ACDBE firms to competitors to assist them in obtaining ACDBE participation; and

6. Establishing technical assistance programs or taking other steps to foster ACDBE participation on concession contracts.

E. Race-Conscious Measures

In the event that the race-neutral measures, standing alone, are insufficient to meet the ACDBE goals, the balance will be sought via race-conscious methods. The race-conscious methods may include:

1. When feasible, PHL establishing concession-specific goals for participation in concessions opportunities and requesting the utilization of ACDBEs in the provision of goods and services;

2. Engaging in negotiations with [a] potential concessionaire[s] to include ACDBE participation through direct ownership arrangements or measures, in the operation of the concession; and/or

3. Contingent upon prior FAA approval, any other methods that take a competitor's ability to provide ACDBE participation into account in awarding a concession.

The DBE Liaison Officer or designee will closely monitor contract-specific goals to ensure that competitors have made good faith efforts to meet those goals in accordance with Part 23 §25(e)(1)(iii). Additionally, the DBE Liaison Officer or designee will analyze data obtained from concession operations and will make adjustments to race-neutral and race-conscious methods as dictated by concession contracting opportunities and market conditions.

F. Good Faith Efforts

The DBE Liaison Officer or designee will evaluate all proposals to determine if the proposer has satisfactorily submitted all required information. If the amount of ACDBE participation does not meet the goals, the DBE Liaison Officer or a designee will review the good faith efforts report submitted by the proposer. The DBE Liaison Officer or designee will determine whether the proposer has made good faith efforts to explore all available options to meet goals, to the maximum extent practicable, through direct ownership arrangements with DBEs in accordance with Part 23 § 25(f) and, when applicable, Part 23 §§ 25(e)(1)(iii)-(iv). If the DBE Liaison Officer or designee determines that the proposer has failed to meet the ACDBE participation goals and has not demonstrated good faith efforts, then the proposer's submission shall be deemed "non-responsive," and therefore ineligible for award of the contract.

G. ACDBE Certification Status

PHL will require that any ACDBE listed by a proposer for participation in the contract be certified as an eligible ACDBE by the Pennsylvania Unified Certification Program ("PA UCP"). The DBE Officer or designee will review the proposals to confirm each ACDBE firm's certification status. PHL will accept current certifications issued by the PA UCP as valid.

H. ACDBE Substitution

PHL will prohibit the termination of an ACDBE from a contract if that termination is based on a matter of convenience. If an ACDBE is terminated for cause or fails to complete its work on a contract, the prime concessionaire must make good faith efforts to find another ACDBE for substitution. The participation range for the substitute should be at a level that does not alter the original participation goal.

I. Prohibited Measures

PHL will not use set-asides or quotas as a means of obtaining ACDBE participation in any way in the administration of this Program, as they are expressly prohibited by Part 23 § 61. PHL will not use local geographic preference, which is prohibited by Part 23 § 79.

J. Counting ACDBE Participation

ACDBE participation for car rental concessions will be counted in accordance with Part 23 § 53. If any portion of PHL's car rental concessions is attained through the lease or purchase of vehicles, then PHL shall require that the purchase or lease of vehicles be made from vendors who are certified ACDBEs. If car rental companies attain the goal through the purchase of goods and services from an ACDBE vendor, PHL will specify the goal that has been set for that concession. PHL will require that the car rental company submit documentation that it has made good faith efforts to obtain ACDBE participation from other ACDBE providers of goods and services.

As directed by Part 23 § 53, PHL shall further count:

1. The entire amount of the cost charged by an ACDBE for repairing vehicles, provided that it is reasonable and not excessive as compared with fees customarily allowed for similar services;

2. The entire amount of the fee or commission charged by a ACDBE to manage a car rental concession under an agreement with the concessionaire, provided that it is reasonable and not excessive as compared with fees customarily allowed for similar services; and

3. Other goods and services participation toward ACDBE goals as provided in 49 CFR Part 26 § 55 and Part 23 § 55. In the event of any conflict between 49 CFR Parts 23 §55 and 26 §55, Part 23 § 55 shall control.

For non-car rental concessions PHL will only count participation that results from a commercially useful function as defined in 49 CFR Part 26 § 55(c), except that the requirements of 49 CFR Part 26 § 55(c)(3) do not apply to concessions. The participation will be calculated as the total dollar value of gross receipts an ACDBE earns under a concession agreement and the total dollar value of a management contractor subcontract with an ACDBE. No portion of a sub-concession agreement or subcontract will be counted if an ACDBE enters into a subcontract or sub-concession agreement with a non-ACDBE. Gross receipts will never be counted towards ACDBE participation when they are earned by a non-ACDBE.

If an ACDBE performs as a participant in a joint venture, PHL will count only the portion of the gross receipts equal to the distinct and clearly defined portion of the work of the concession that the ACDBE performs with its own forces toward ACDBE goals. When an ACDBE performs as a sub-concessionaire or a subcontractor for a non-ACDBE, only the portion of the gross receipts earned by the ACDBE under its sub-agreement will be counted.

PHL will count as participation the entire amount of fees or commissions charged by an ACDBE firm for a bona fide service, provided that PHL has determined that the amount of the fee is reasonable and not in excess when compared with fees customarily allowed for similar services. The total costs of goods purchased from an ACDBE manufacturer and the total cost of goods purchased or leased from an ACDBE regular dealer will be counted towards the ACDBE goal.

If goods are purchased from an ACDBE firm that is neither a manufacturer nor a regular dealer, PHL will only count the amount of fees or commissions charged for assistance in the procurement of the goods and the amount of fees or transportation charges for the delivery of goods required for a concession, provided that all fees, charges or commissions are reasonable and not in excess when compared with fees customarily allowed for similar services.

PHL will not count any portion of the cost of goods purchased from an ACDBE that is neither a manufacturer nor a regular dealer, nor will PHL count the participation of an ACDBE that is not certified in accordance with Part 23.

K. Active Participants List

PHL maintains and updates its active participants list through annual outreach activities. Information pertaining to concessions opportunities is shared with various chambers of commerce, consultants, MBEC, and Philadelphia Community Development Corporation. Such information is also advertised. Additionally, PHL intends to create an internet link on its website and that of MBEC to the concession developer's web page as an additional tool for managing the Program.

IV. MONITORING AND RECORD KEEPING

A. Monitoring

PHL is committed to ensuring the success of the ACDBE Program and will use all available resources to ensure participants in the Program comply with the requirements of Part 23 as well as use resources to prevent fraudulent activities in the Program.

PHL will develop a procedure for the periodic review of concessions to ensure that ACDBEs operating in equity contracts are performing as stipulated. On-site reviews will help to determine the level of participation and reveal any contract noncompliance issue. If there is evidence of noncompliance, the prime concessionaire and the ACDBE will be notified in writing of the findings. Both parties will be given ten (10) days to respond and additional time to remedy. If the concessionaires do not conform to the terms of the contract, PHL may exercise its rights under the contract, which include but are not limited to, termination of the contract.

B. Record Keeping

PHL will retain sufficient, basic information about its Program implementation, MBEC's certification of ACDBEs and the award and performance of agreements and contracts to enable the FAA to determine PHL's compliance with Part 23. PHL will maintain the data referenced in this section for a minimum of three years following the end of the concession agreement or other covered contract. Beginning March 1, 2006 and for so long as Part 23 applies to PHL, it will submit an annual report of ACDBE participation to the FAA using the form found in appendix "A" to Part 23.

V. DIRECTORY AND CERTIFICATION (Subpart C)

A. Certification of ACDBEs

ACDBEs will be certified in accordance with Part 23 §§ 31-39.

B. Unified Certification Program (23.31)

In January 2002, the City of Philadelphia entered into a cooperative agreement establishing a Unified Certification Program in the Commonwealth of Pennsylvania ("PA UCP"), which maintains a database of all DBEs certified throughout the Commonwealth of Pennsylvania. The PA UCP database is used by PHL and other interested parties to locate ACDBE firms and is accessible online at www.paucp.com.