EFFECTIVE 11/7/2025

SBE PROGRAM IN EFFECT

FOR FEDERALLY FUNDED

Please review all Bids/Proposal

Documents CAREFULLY!

FAILURE to comply with the new requirements will deem your Bids/Proposals Non-Responsive with no Further Consideration.

SBE Participation (Not included in Page Count Limit)

Request for Qualifications Please Submit at RFQ Phase

Design Services

A. SBE Commitment Form (Completed and Signed)

B. Final Schedule of Subcontractors (Completed and Signed)

C. Intent to Perform Forms (Completed and Signed by both Prime & Sub)

D. Good Faith Effort (GFE) Criteria (If applicable)

E. SBE Current Certificates for all SBE firms identified

F. Commercially Useful Function (If applicable – (Completed & Signed by both Prime &

Sub)

G. Bidders/Proposers List (Completed and Signed)

H. Draft Joint Venture Agreement (if applicable)

I. Please ensure the SBE % listed on the Commitment Form matches the % on the Final Schedule of Subcontractors Form and the aggregate % of all Intent to Performs.

Construction Services

J. SBE Commitment Form (Completed and Signed)

K. Draft Compliance Plan (Completed and Signed)

AFFIRMATION

I HEREBY AFFIRM THAT THE ABOVE INFORMATION IS TRUE AND COMPLETE TO THE BEST

OF MY KNOWLEDGE AND I HAVE READ THE SBE CONTRACT PROVISIONS.

PRINTED NAME AND TITLE OF AUTHORIZED OFFICIAL:

SIGNATURE: __________________________________________________________

DATE: UU________________________________________________

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SMALL BUSINESS ENTERPRISE (SBE)

SPECIAL CONTRACT PROVISIONS

(For Federally Funded - Design-Build Contracts Only)

Notification is hereby given that two (2) SBE Contract Specific Goals have been established for this Contract. The commitments are a contractual commitment upon execution of the Contract.

Design: The Contractor/vendor has committed to percent ( %) SBE participation of the total dollar value of the Design Contract including any change orders and/or modifications throughout the term of this Contract/agreement.

Construction: The Contractor/vendor has committed to percent ( %) SBE participation of the total dollar value of the Construction Contract including any change orders and/or modifications throughout the term of this Contract/agreement.

A. GENERAL REQUIREMENTS

1. It is the policy of the Dallas/Fort Worth International Airport Board of Directors (“Airport Board”) to support the growth and development of Small Business Enterprises (“SBE”) that can successfully compete for Airport prime contracting and subcontracting opportunities.

2. A “Contractor” is defined as one who participates, through a Contract, subcontract or any other contractual agreement (at any tier) in a U.S. Department of Transportation- (DOT) assisted airport program. For purposes of these Provisions, a Contractor is one who seeks to do business with the Airport Board by submission of a bid or proposal on any such contract or subcontract. A Contractor includes but is not limited to a Contractor, consultant, developer or vendors.

3. 49 CFR Part 26 (“Part 26”) applies to the Project and will be incorporated into any agreement entered into by the Airport Board. It is the policy of the Airport Board to ensure non-discrimination in the award and administration of DOT-assisted Contracts financed in whole or in part with Federal funds. Consequently, the Contractor must fully comply with the requirements of the Airport Board’s Small Business Enterprise Program Policy and Administrative Procedures in proposing and performing hereunder.

4. The Contractor shall not discriminate on the basis of race, color, national origin, sex, creed or disability in the performance of this Contract. The Contractor shall carry out applicable requirements of the Airport Board’s SBE Program Policy and Administrative Procedures. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy, as the Airport Board deems appropriate. The Contractor shall insert an Article containing all of the provisions of this Section, including this paragraph, in all subcontracts hereunder, except altered as necessary for the proper identification of the contracting parties and the Airport Board under this Contract.

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5. The Business Development Department (“BDD”) is responsible to ensure compliance with the Airport Board’s SBE Program Policy and Administrative Procedures. BDD has the mission to proactively facilitate and maximize business and capacity building opportunities for SBEs by collaborating with internal customers and implementing effective innovative programs and approaches for prime and subcontracting opportunities.

6. The Contractor specifically agrees to comply with all applicable provisions of the

Airport Board’s SBE Program Policy and Administrative Procedures and any amendments thereto. SBE and Non-SBE subcontractors also agree to comply with all applicable provisions of the Airport Board’s SBE Program Policy and Administrative Procedures (“Policies”). BDD and or the Airport Board may make changes to the existing policy, procedures and contract provisions. Any future changes supersede past policies, procedures, contract provisions. The Contractor and subcontractors are responsible to be aware of future changes.

7. The Contractor shall maintain records, as specified in the Audit and Records

Section of the Special Provisions in the Contract, showing:

a. Subcontract/supplier awards, including awards to SBEs;

b. Specific efforts to identify and award such Contracts to SBEs, such as when requested copies of executed Contracts with SBEs to establish actual SBE project participation.

B. ADMINISTRATIVE REQUIREMENTS

1. All Contractors are charged with knowledge of and are solely responsible for complying with each requirement of the Policies in submitting a bid/proposal and, if awarded a Contract, in performing the work described in the Contract documents.

These instructions are intended only to generally assist the Contractor in preparing and submitting a compliant bid/proposal. Should any questions arise regarding specific circumstances, Contractors must consult with the BDD office at 972-973- 5500.

2. The Contractor shall appoint a high-level official to administer and coordinate the

Contractor’s efforts to carry out its SBE contractual commitments.

3. The Contractor agrees to submit monthly reports of payments and subcontract and/or supplier awards to SBEs and Non-SBEs in such form and manner and at such times as the Airport Board shall prescribe.

4. The Contractor shall provide BDD access to all books, records, accounts and personnel in accordance with the Audit and Records section of these Special Provisions. Such access will be used for, among other purposes, determining SBE participation and compliance with the Policies. All Contractors may be subject to interim and post-contract SBE audits. Audit determination(s) regarding Contractor’s compliance with the Policies may be considered and have a bearing on consideration of the Contractor for award of future Contracts.

C. GOALS AND GOOD FAITH EFFORTS

1. Determining Responsive, Non-Responsive and Good Faith Efforts (Pre-Award)

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a. Each Contractor must comply with the terms and conditions of the SBE

Program Policy and Administrative Procedures in making its bid or proposal and, if awarded the Contract, in performing all work thereunder.

A Contractor’s failure to comply with any Rules or Regulations promulgated pursuant thereto, or any additional requirements contained herein may render a bid or proposal non-responsive and may constitute cause for rejection.

i. UUResponsive; compliance with requirements. If a bid/proposal meets the Contract Specific Goal or shows an adequate good faith effort in accordance with the SBE Program Policy and Administrative Procedures, then BDD shall notify the procuring department to regard the bid/proposal as responsive.

ii. UUNon-Responsive; failure to meet requirements. If a bid/proposal subject to a Contract Specific Goal does not provide the necessary information, documentation or forms fully executed as outlined in the SBE Program Policy and Administrative Procedures, then BDD shall notify the procuring department to regard the bid/proposal as non-responsive. Such determination shall result in no further consideration of the bid/proposal by the Airport Board and is not appealable.

b. If BDD establishes a Contract Specific Goal, the goal will be stated in the

Advertisement and Invitation to Bid. In order to comply with the bid/proposal requirements of the solicitation and the SBE Program Policy and Administrative Procedures, a Contractor must either meet the Contract Specific Goal or demonstrate that the Contractor has made sufficient good faith efforts to meet the Contract Specific Goal. If the Contractor will not meet the SBE goal, it shall nevertheless be eligible for award of the Contract if it can demonstrate to BDD that it has made good faith efforts to meet the goal. This good faith effort documentation must be submitted with the Contractor’s bid or proposal.

c. In evaluating a Contractor’s good faith efforts submission, BDD will only consider those documented efforts that occurred prior to the good faith effort submission.

d. The submission of good faith efforts documentation is a matter of responsiveness and shall include a specific response to each of the following criteria with the bid or proposal. The following factors are taken into account when assessing whether a Contractor made good faith efforts to meet the Contract Specific Goal. These factors are minimally considered as good faith efforts and demonstrate specific initiatives made in attempting to achieve the Contract Specific Goal. These factors should not be considered as a template, checklist or some quantitative formula.

A Contractor is required to meet all factors outlined below and provide support documentation in order for good faith efforts to be assessed. Mere pro forma efforts are not good faith efforts to meet the Contract Specific Goal. This means that a Contractor must show that it took all necessary and reasonable steps to achieve a Contract Specific Goal, which, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the Contract Specific Goal, even if they were not fully successful. Failure of the Contractor to demonstrate adequate good faith

REV (11-07-2025) SBE Federally Funded (Design-Build) Page 4 of 29 efforts as to any one of the following categories shall render the overall good faith showing insufficient and the bid/proposal non-responsive. BDD will evaluate the good faith efforts on quality, quantity, and intensity of the different kinds of efforts that the Contractor has made based on the regulations and the guidance in 49 C.F.R. part 26. NOT SUBMITTING

PROPER SUPPORT DOCUMENTATION IS NOT EVIDENCE OF A

PROPER DEMONSTRATION OF GOOD FAITH EFFORT. SUBMITTAL

OF THE CRITERIA, WITH NO ADDITIONAL DOCUMENTATION, WILL

NOT BE CONSIDERED ADEQUATE DEMONSTRATION OF GOOD

FAITH EFFORT. Contractors are not limited to these particular areas and may include other efforts deemed appropriate. Complete the Commitment to SBE Participation form and attach support documentation only if the Contract Specific Goal is not achieved. For additional guidance concerning good faith efforts, please refer to the Electronic Code of Federal Regulations (CFR 49 Part 26, Appendix A).

i. Conducting market research to identify small business contractors and suppliers and solicit through all reasonable and available means the interest of all certified SBEs that have the capability to perform the work of the contract. This may include attendance at any pre-bid or pre-proposal meetings to discuss subcontracting and supplier opportunities (acceptable documentation shall include copies of the meeting sign-in sheets with contractor name noted as signed-in) and business matchmaking meetings and events, advertising and/or written notices, posting of Notices of Sources Sought and/or Requests for Proposals, written notices or emails to all SBEs listed in the State and/or Local respective directories of firms that specialize in the areas of work desired (as noted in the SBE directory) and which are located in the area or surrounding areas of the project.

The Contractor should solicit this interest as early in the acquisition process as practicable to allow the SBEs to respond to the solicitation and submit a timely offer for the subcontract.

The bidder should determine with certainty if the SBEs are interested in taking appropriate steps to follow up initial solicitations at least three (3) business days prior to bid opening.

ii. Selecting portions of the work to be performed by SBEs in order to increase the likelihood that the SBE goals will be achieved.

This includes, where appropriate, breaking out contract work items into economically feasible units (for example, smaller tasks or quantities) to facilitate SBE participation, even when the prime contractor might otherwise prefer to perform these work items with its own forces. This may include, where possible, establishing flexible timeframes for performance and delivery schedules in a manner that encourages and facilitates SBE participation.

iii. Providing interested SBEs with adequate information about the plans, specifications, and requirements of the contract in a timely manner to assist them in responding to a solicitation with their offer for the subcontract.

iv. Negotiating in good faith with interested SBEs. It is the bidder's responsibility to make a portion of the work available to SBE

REV (11-07-2025) SBE Federally Funded (Design-Build) Page 5 of 29 subcontractors and suppliers and to select those portions of the work or material needs consistent with the available SBE subcontractors and suppliers, so as to facilitate SBE participation. Evidence of such negotiation includes the names, addresses, and telephone numbers of SBEs that were considered; a description of the information provided regarding the plans and specifications for the work selected for subcontracting; and evidence as to why additional Agreements could not be reached for SBEs to perform the work. A bidder using good business judgment would consider a number of factors in negotiating with subcontractors, including SBE subcontractors, and would take a firm's price and capabilities as well as contract goals into consideration. However, the fact that there may be some additional costs involved in finding and using SBEs is not in itself sufficient reason for a bidder's failure to meet the contract SBE goal, as long as such costs are reasonable.

Also, the ability or desire of a prime contractor to perform the work of a contract with its own organization does not relieve the bidder of the responsibility to make good faith efforts. Prime contractors are not, however, required to accept higher quotes from SBEs if the price difference is excessive or unreasonable.

v. Not rejecting SBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The contractor's standing within its industry, membership in specific groups, organizations, or associations and political or social affiliations (for example union vs. non-union status) are not legitimate causes for the rejection or non-solicitation of bids in the contractor's efforts to meet the project goal. Another practice considered an insufficient good faith effort is the rejection of the SBE because its quotation for the work was not the lowest received. However, nothing in this paragraph shall be construed to require the bidder or prime contractor to accept unreasonable quotes in order to satisfy contract goals. A prime contractor's inability to find a replacement SBE at the original price is not alone sufficient to support a finding that good faith efforts have been made to replace the original SBE. The fact that the contractor has the ability and/or desire to perform the contract work with its own forces does not relieve the contractor of the obligation to make good faith efforts to find a replacement SBE, and it is not a sound basis for rejecting a prospective replacement SBE's reasonable quote.

vi. Making efforts to assist interested SBEs in obtaining bonding, lines of credit, or insurance as required by the recipient or contractor.

vii. Making efforts to assist interested SBEs in obtaining necessary equipment, supplies, materials, or related assistance or services.

viii. Effectively using the services of available small community organizations; small contractors' groups; local, State, and Federal Small business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of SBEs.

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ix. At a minimum, DFW will review the performance of other bidders/proposers in meeting the contract goal. For example, when the apparent successful bidder/proposer fails to meet the contract goal, but others meet it, DFW may reasonably raise the question of whether, with additional efforts, the apparent successful bidder/proposer could have met the goal. As provided in §26.53(b)(2)((vi), the bidder must submit copies of each SBE and non-SBE subcontractor quote submitted to the bidder when a non-SBE subcontractor was selected over a SBE for work on the contract to review whether SBE prices were substantially higher; and contact the SBEs listed on a contractor's solicitation to inquire as to whether they were contacted by the prime. Pro forma mailings to SBEs requesting bids are not alone sufficient to satisfy good faith efforts under the rule.

e. BDD will review not only at the different kinds of efforts that the Contractor has made but also the quantity and quality of those efforts. Efforts that are merely pro-forma are not good faith efforts to meet the goal, even if they are sincerely motivated. The scope and intensity of the efforts will be considered in determining whether the bidder or proposer has achieved a good faith effort. Whether other Contractors attained a sufficient level of SBE participation to meet the Contract Specific Goal will also be taken into consideration when determining whether the Contractor in question has made a good faith effort. A promise to use SBEs after Contract award is not considered to be responsive to the Contract solicitation or to constitute good faith efforts. BDD will also consider if, given all relevant circumstances, the Contractor’s efforts could reasonably be expected to produce a level of SBE participation sufficient to meet the goal.

f. Whether or not the Contract Specific Goal has been met and/or whether there were sufficient good faith efforts is considered a matter of the Contractor’s responsiveness. The requirement to submit documentation that the Contract Specific Goal has been met or good faith efforts documentation has been submitted in the manner prescribed by BDD is considered a matter of the Contractor’s responsiveness. The Airport Board will only award Contracts to Contractors determined to be responsive. If a Contractor fails to submit good faith efforts documentation with the bid or proposal, it waives the right to appeal the the BDD’s decision that sufficient good faith efforts were not made. The Vice President of BDD or designee shall determine whether the Contractor made the required good faith efforts and, if not, shall recommend that the Contractor be deemed non-responsive.

g. If a Contractor, that has submitted good faith efforts documentation, desires a review of BDD’s decision, it must file a written request for an appeal within two (2) business days after receipt of the written decision to the following Reconsideration Official:

Chief Administrative Officer DFW International Airport P.O. Box 619428 DFW Airport, TX 75261-9428

h. As part of the reconsideration, the Contractor will have the opportunity to meet in person with the Reconsideration Official to discuss the issue of whether it met the goal or made adequate good faith efforts to do so. The

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Contractor will also have the opportunity to provide written documentation or argument concerning the issue of good faith. Arguments, evidence, and documents supporting the basis for the appeal must be received no later than five (5) business days after the notice of appeal is filed. The Reconsideration Official’s decision shall be made based solely on the entire administrative record presented with the original good faith efforts documentation. No new additional information or documentation can be provided or allowed for review. The Reconsideration Official will issue a final written decision in response to the appeal.

i. Failure of the bidder or proposer to show good faith efforts as to any one

(1) of the criteria listed above shall render its overall good faith effort insufficient and its bid or proposal deemed non-responsive.

2. SBE Commitment Modification Due to Change in Scope of Work (Post Award)

a. The Contractor has a continuing obligation as a covenant of performance to meet the SBE utilization to which it committed at Contract award, inclusive of change orders, amendments, and modifications. If the Contractor during Contract performance is not able to meet its original SBE commitment, due to changes to the scope of work made by the Airport Board, the Contractor and User Department must immediately notify BDD of the scope of work changes that impact SBEs for approval.

The Contractor has a continuing obligation to meet its original SBE commitment.

b. Such good faith efforts during Contract performance must include, but are not limited to:

i. Solicitation of SBEs that are certified in the applicable area of work or specialty;

ii. Providing interested SBEs with adequate information about the plans, specifications, scope of work and requirements of the Contract;

iii. Fairly investigating and evaluating the interested SBEs’ regarding their capabilities, not rejecting SBEs as unqualified without sound reasons based on a thorough investigation, and providing verification, including a statement giving the Contractor’s reasons for its conclusion, that it rejected each non-utilized SBE because the SBE was not qualified;

iv. Negotiating in good faith with interested SBEs regarding price, using good business judgment and not rejecting reasonable quotes from interested SBEs and providing written documentation why the Contractor and any of the SBEs contacted did not succeed in negotiating an agreement; and

v. Effectively using the services of available small community organizations; chambers and Contractor groups; local, State, and Federal business assistance offices, and other organizations that provide assistance in the identification of SBEs

c. Modified good faith efforts must be demonstrated to be meaningful and not merely for formalistic compliance with this requirement. The scope

REV (11-07-2025) SBE Federally Funded (Design-Build) Page 8 of 29 and intensity of the efforts will be considered in determining whether the bidder or proposer has achieved a good faith effort.

d. A Contractor determined not to have made good faith efforts to meet its

SBE contractual commitments may request administrative review and final reconsideration by the Vice President of BDD. The Contractor may elect to meet in person to discuss whether the Contractor made good faith efforts in accordance with the SBE Program Policy and Administrative Procedures. BDD’s determination shall be final.

D. COUNTING SBE PARTICIPATION

1. In accordance with the requirements of Part 26, BDD will evaluate each bid or proposal to determine the responsiveness of the bid or proposal to the SBE Program Policy and Administrative Procedures and contractual requirements. In determining if a Contractor’s committed levels of participation meet or exceed the solicitation’s or the development agreement’s Contract Specific Goal, BDD may base its determination solely on the information provided in the bid or proposal document.

2. If a joint venture is proposed to meet the Contract Specific Goal or any portion thereof, the total value of the distinct and clearly defined portions of the work of the Contract that the SBE will perform with its own workforce will be counted towards the Contract Specific Goal. In addition, the SBEs ownership interest percentage must be commensurate with its capital contribution, control, management, profits and risks.

3. When counting the SBE participation on bids with charged reimbursable expenses, deductive or add alternatives, the responsiveness determination shall be based on the base bid. Contractors, however, are strongly encouraged to include SBE participation on add alternates and charged reimbursable expenses when feasibly possible. Any participation achieved on add alternates and charged reimbursable expenses will be credited towards the SBE goal.

4. When calculating participation levels, percentages and dollar amounts for each

SBE, the Contractor cannot round up in determining whether or not the total of these amounts meets or exceeds the Contract Specific Goal.

5. A Contractor cannot require a SBE subcontractor to enter into an exclusive arrangement for purposes of submitting its bid or proposal or require the SBE subcontractor to enter into a non-compete arrangement post award

6. Post award, the Contractor may count towards its SBE contractual commitment a

SBE that is certified by an approved entity during the performance of the Contract, if the SBE is added to the Contract or substituted for a SBE pursuant to SBE SUBSTITUTIONS OR TERMINATIONS section herein.

7. The Contractor may not count toward its SBE contractual commitment the dollar value of work performed by a SBE after it has ceased to be certified as a SBE.

8. SBE prime Contractors can count their self-performance toward meeting the Contract Specific Goal, but only for the scope of work and at the percentage level they will self- perform.

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9. SBE prime Contractors cannot count their self-performance in lieu of meeting a SBE subcontracting commitment made at the time of contract award.

10. When a SBE participates in a Contract, the Contractor shall count only the value of the work actually performed by the SBE toward the Contract Specific Goal.

11. All SBE contractors, subcontractors, joint ventures, suppliers, manufacturers, manufacturer’s representatives, or brokers listed in the bid or proposal must actually perform a commercially useful function in the work of a contract within the area(s) for which they are certified, and must not act as a conduit. In no case, however, shall a SBE act as a conduit, nor shall the participation of a SBE count toward the goal to the extent it fails to perform a commercially useful function.

12. When a Contractor utilizes a SBE staffing service to perform work and the workers are independent contractors, subcontractors, or employees of the staffing firm who do not receive paid benefits (including, at a minimum, healthcare coverage and paid time off), the Contractor shall count only the amount of fees or commissions charged by the staffing service for providing labor force, consistent with normal industry practices.

13. A Contractor cannot count toward the Contract Specific Goal amounts paid to an affiliate, as defined in the SBE Program Policy and Administrative Procedures.

14. The Contractor shall count the entire amount of that portion of a Contract (or other

Contract not covered by this section) that is performed by the SBEs own work forces. The Contractor may count the cost of supplies and materials obtained by the SBE for the work of the Contract, including supplies purchased or equipment leased by the SBE (except supplies and equipment the SBE subcontractor purchases or leases from the prime Contractor or its affiliate).

15. When a SBE subcontracts part of the work of its Contract to another firm at any tier, the value of the subcontracted work may be counted towards the SBE goal only if the SBE's subcontractor is itself a SBE. Work that a SBE subcontracts to a non-SBE does not count toward the SBE goal.

16. The Contractor will count expenditures to a SBE subcontractor towards the SBE

Contract Specific Goal, only if the SBE subcontractor is performing a commercially useful function on the Contract.

a. A SBE performs a commercially useful function when it is responsible for execution of the work of the Contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the SBE must also be responsible, with respect to materials and supplies used on the Contract, for negotiating price, determining quality and quantity, ordering the materials, and installing (where applicable) and paying for the materials itself. To determine whether a SBE is performing a commercially useful function, the Contractor must evaluate the amount of the work subcontracted, industry practices, whether the amount the firm is to be paid under the Contract is commensurate with the work it is actually performing, the SBE credit claimed for its performance of the work, and other relevant factors.

b. A SBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Contract, or project through which funds are passed in order to obtain the appearance of SBE participation. In determining whether a SBE is such an extra participant, REV (11-07-2025) SBE Federally Funded (Design-Build) Page 10 of 29 the Contractor must examine, among other relevant factors, similar transaction, particularly those in which SBEs do not participate.

c. If a SBE does not perform or exercise responsibility for at least 30 percent of the total cost of its Contract with its own work forces, or the SBE subcontracts a greater portion of the work of a Contract than would be expected on the basis of normal industry practice for the type of work involved, the Contractor must presume that it is not performing a commercially useful function.

d. When a SBE is presumed not to be performing a commercially useful function as provided in this section, the SBE may present evidence to rebut this presumption. BDD may determine that the firm is performing a commercially useful function given the type of work involved and normal industry practices. BDD in its sole discretion shall determine whether a SBE is performing a commercially useful function.

17. BDD shall use the following factors in determining whether a SBE trucking company is performing a commercially useful function:

a. The SBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible on a particular Contract, and there cannot be a contrived arrangement for the purpose of appearing to meet the SBE goal.

b. The SBE must itself own and operate at least one fully licensed, insured and operational truck used on the Contract.

c. The SBE shall receive credit for the total value of the transportation services it provides on the Contract using trucks it owns, insures, and operates using drivers it employs.

d. The SBE may lease trucks from another SBE, including a owner-operator who is certified as a SBE. The SBE who leases trucks from another SBE shall receive credit for the total value of the transportation services the lessee SBE provides on the Contract.

e. The SBE may lease trucks from a non-SBE firm, including from an owner-operator. The SBE that leases trucks equipped with drivers from a non- SBE is entitled to credit for the total value of transportation services provided by non-SBE leased trucks equipped with drivers not to exceed the value of transportation services on the contract provided by SBE-owned trucks or leased trucks with SBE employee drivers. Additional participation by non-SBE owned trucks equipped with drivers receives credit only for the fee or commission it receives as a result of the lease arrangement. If a recipient chooses this approach, it must obtain written consent from BDD.

i. For example: SBE Firm X uses two of its own trucks on a contract. It leases two trucks from SBE Firm Y and six trucks equipped with drivers from non-SBE Firm Z. SBE credit would be awarded for the total value of transportation services provided by Firm X and Firm Y, any may also be awarded for the total value of transportation services provided by four of the six trucks provided by Firm Z. In all, full credit would be allowed for the

REV (11-07-2025) SBE Federally Funded (Design-Build) Page 11 of 29 participation of eight trucks. SBE credit could be awarded only for the fees or commissions pertaining to the remaining trucks Firm X receives as a result of the lease with Firm Z.

f. The SBE may lease trucks without drivers from a non-SBE truck leasing company. If the SBE leases trucks from a non-SBE truck leasing company and uses its own employees as drivers, it is entitled to credit for the total value of these hauling services.

i. For Example: SBE Firm X uses two of its own trucks on a contract. It leases two additional trucks from non-SBE Firm Z.

Firm X uses its own employees to drive the trucks leased from Firm Z. SBE credit would be awarded for the total value of the transportation services provided by all four trucks.

g. For purposes of this paragraph, a lease must indicate that the SBE has exclusive use and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the SBE, so long as the lease gives the SBE absolute priority for use of the leased truck. Lease trucks must display the name and identification number of the SBE.

18. Suppliers: A supplier may be a regular dealer, distributor, manufacturer, manufacturer’s representative or broker. The Contractor shall count expenditures to SBEs for materials or supplies towards the SBE goal as follows:

a. SBE Manufacturer

i. If the materials or supplies are obtained from a SBE manufacturer, BDD will count 100 percent of the cost of the materials or supplies toward the SBE goal.

ii. A manufacturer is a firm that operates or maintains a factory or establishment that produces, on the premises, the materials, supplies, articles, or equipment required under the contract and of the general character described by the specifications.

b. SBE Regular Dealer

i. If the materials or supplies are purchased from a SBE regular dealer, BDD will count 60% of the cost of the materials or supplies toward SBE goal.

ii. For purposes of this section, a regular dealer is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the contract are bought and kept in stock in the usual course of business. To be a regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question.

iii. A person may be a regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone, or asphalt without owning, operating, or maintaining a place of business if the person both owns and operates distribution equipment for

REV (11-07-2025) SBE Federally Funded (Design-Build) Page 12 of 29 the products. Any supplementing of regular dealers’ own distribution equipment shall be by a long-term lease agreement and not on an ad hoc or contract-by-contract basis. Packagers, brokers, manufacturers’ representatives, or other persons who arrange or expenditure transactions are not regular dealers.

c. SBE Distributor

i. If the materials or supplies are purchased from a SBE distributor that neither maintains sufficient inventory nor uses its own distribution equipment for the products in question, count 40 percent of the cost of materials or supplies (including transportation costs).

ii. A SBE distributor is an established business that engages in the regular sale or lease of the items specified by the contract. A SBE distributor assumes responsibility for the items it purchases once they leave the point of origin (e.g., a manufacturer's facility), making it liable for any loss or damage not covered by the carrier's insurance. A SBE distributor performs a CUF when it demonstrates ownership of the items in question and assumes all risk for loss or damage during transportation, evidenced by the terms of the purchase order or a bill of lading (BOL) from a third party, indicating Free on Board (FOB) at the point of origin or similar terms that transfer responsibility of the items in question to the SBE distributor. If these conditions are met, SBE distributors may receive 40 percent for drop-shipped items.

Terms that transfer liability to the distributor at the delivery destination (e.g., FOB destination), or deliveries made or arranged by the manufacturer or another seller do not satisfy this requirement.

d. With respect to materials or supplies purchased from a SBE which is neither a manufacturer nor a regular dealer, BDD will count the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on a job site, toward SBE goals, provided it has been determined the fees to be reasonable and not excessive as compared with fees customarily allowed for similar services.

However, BDD will not count any portion of the cost of the materials and supplies themselves toward the SBE goals.

e. BDD will determine the amount of credit awarded to a firm for the provisions of materials and supplies (e.g., whether a firm is acting as a regular dealer or a transaction expediter) on a contract-by-contract basis.

19. If a SBE subcontractor is not certified at the time of the execution of the Contract, supplemental agreement or subcontract, the Contractor may not count the firm’s participation toward the SBE goal until the firm is certified. Counting of participation is not retroactive; only dollars paid to the SBE after certification count toward the SBE goal. Additionally, the Contractor shall not count the dollar value of work performed under a Contract with a firm after it has ceased to be SBE certified.

20. BDD reserves the right to reject the participation of a certified firm for credit towards meeting the Contract Specific Goal, in is sole discretion.

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21. The Contractor shall not count the participation of a SBE subcontractor toward the goal until the amount has been actually paid to the SBE.

22. The following expenditures to SBEs may also count toward the SBE goal:

a. The fees or commissions charged for providing a bona fide service, such as professional, technical, consultant or managerial services, and assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the Contract, provided that the fee or commission is determined by BDD to be reasonable and not excessive as compared with fees customarily allowed for similar services.

b. The fees charged for delivery of material and supplies required on a job site (but not the cost of materials and supplies themselves) when the hauler, trucker or delivery service is not also the manufacturer of or a regular dealer in the materials and supplies, provided that the fee is determined by BDD to be reasonable and not excessive as compared with fees customarily allowed for similar services.

c. The fees of commission charged for providing any bonds or insurance specifically required for the performance of the Contract, provided that the fee or commission is determined by BDD to be reasonable and not excessive as compared with fees customarily allowed for similar services.

23. Joint Ventures: The Airport Board shall encourage where economically feasible joint ventures to maximize prime contracting opportunities for SBEs on all eligible Contracts, including commercial development agreements.

a. If a Contractor engages in a joint venture to satisfy its SBE commitment, BDD shall review all contractual agreements or other pertinent documents regarding:

i. The initial capital investment of each venture partner;

ii. The proportional allocation of profits, losses and risks to each venture partner;

iii. The sharing of the right to control the ownership and management of the joint venture;

iv. Actual participation of the venture partners in the performance of the Contract;

v. The method of and responsibility for accounting;

vi. The methods by which disputes are resolved; and

vii. Other pertinent joint venture factors.

b. A draft of the proposed joint venture agreement must be submitted with the bid or proposal to BDD for its approval in writing. BDD shall determine the degree of SBE participation resulting from the joint venture that may be credited towards the Contract Specific Goal.

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c. BDD will count SBE participation where the SBE or joint venture partner performs a portion of work on the Contract and the percentage of ownership or equity of the SBE in a joint venture. BDD will allow the joint venture to count the portion of the total dollar value of the Contract equal to the distinct, clearly defined portion of the work of the Contract that the SBE joint venture partner performs with its own forces toward the SBE commitment and for which it is at risk.

d. If, after the award of a contract to a team, any member of the team believes that the terms and conditions of the agreement as approved by BDD have not been complied with, then such member may seek review and mediation of such agreement before the Vice President of BDD.

T he request for review must be made in writing.

e. In the event that the mediation with the Vice President, does not resolve all disputes, the Vice President of BDD shall have the option of referring mediation proceedings to a qualified outside mediator, the costs to be borne by the interested parties.

E. CERTIFICATION

1. In order to count the participation of SBEs towards the Contract Specific Goal or Annual Goal, the SBE must be certified by the North Central Texas Regional Certification Agency (NCTRCA), D/FW Development Council, the Women’s Business Council Southwest or Texas Department of Transportation. Other certifications are not acceptable.

2. Certification for purposes of the SBE Program shall be limited to eligible SBEs that intend to bid on work as prime or subcontractors on DOT-assisted contracts. This includes both construction and non-construction work in the transportation industry at large.

3. Affiliate/Affiliation: Regardless of certification by a recognized agency, the SBE must be an independent business and not an affiliate of any other business including non-SBEs. Affiliate means any business entity that is affiliated with a SBE or with owners of such SBE or any other business enterprise. Business enterprises are affiliates of each other when:

a. Affiliation exists when one business controls or has the power to control another or when a third party (or parties) controls or has the power to control both businesses. Control may arise through ownership, management, or other relationships or interactions between the parties.

Control may be affirmative or negative. Negative control includes instances where a small business shareholder has the ability, under the concern’s charter, by-laws, or shareholder’s agreement, to prevent a quorum or otherwise block action by the board of directors or shareholders.

b. Other relationships or identity of interests between or among parties exist such that affiliation may be found.

c. Affiliation based on identity of interest. Affiliation may arise among two or more persons with an identity of interest. Individuals or firms that have identical or substantially identical business or economic interests (such

REV (11-07-2025) SBE Federally Funded (Design-Build) Page 15 of 29 as family members, individuals or firms with common investments, or firms that are economically dependent through contractual or other relationships) may be treated as one party with such interests aggregated.

d. Firms owned or controlled by married couples, parties to a civil union, parents, children, and siblings are presumed to be affiliated with each other if they conduct business with each other, such as subcontracts or joint ventures or share or provide loans, resources, equipment, locations or employees with one another.

4. BDD in its sole discretion shall determine whether an applicant is an independent business.

5. The Contractor must submit to BDD a properly completed SBE Certification

Certificate or letter, with all required attachments, for all SBEs proposed to be utilized as subcontractors or suppliers to meet the Contract Specific Goal at the time of bid/proposal submission. The Airport Board reserves the right to reject the participation of a certified firm for credit towards meeting the Contract goal, in its sole discretion. Such rejection shall be in writing and state the reason(s) for the rejection. BDD’s decision on the request shall be final.

6. A firm must be certified as a SBE at the time of bid or proposal submission to be counted towards meeting the Contract Specific Goal for purposes of determining Contract award.

7. Dollars paid to a firm prior to it obtaining an approved certification do not retroactively apply toward meeting the Contract Specific Goal or Annual Goal.

8. SBE certification does not constitute a representation or warranty as to the qualifications or capabilities of any certified firm.

9. Bidders and proposers are encouraged to utilize all available Directories to assist them in locating SBEs for the work required on the project. The most current Directories must be utilized in preparing a bid/proposal.

10. BDD maintains a directory of certified firms that have expressed an interest in doing business with the Airport Board or are currently doing business with the Airport Board. The directory is not a certification database. Certifications listed are provided by third-party service providers. Bidders and proposers may use the directory to assist them in locating SBE firms for the work required on the Contract; however, the certifications should be verified through the approved certification agency. The SBE Directories are located

• dfwairport.com - Compliance Reporting System

F. PRE-AWARD COMPLIANCE PROCEDURES

1. SBE Utilization Forms and Related Documentation

a. Each Contractor must submit for all solicitations, bids or proposals, qualifications completed, and signed SBE utilization forms as outlined below to be considered responsive. Contractors are urged to carefully review these documents before submission to the BOARD to ensure that

REV (11-07-2025) SBE Federally Funded (Design-Build) Page 16 of 29 they are properly completed and executed by the appropriate parties. If the Contract Specific Goal is 0% and no SBE participation is proposed, including no SBE self-performance, the required forms should be noted as “Not Applicable”. Note that Requests for Proposals and/or Qualifications include Business Development Evaluation Criteria which must be responded to in the proposal even if the Contract Specific Goal is 0%.

2. Design-Build Solicitation

Request for Qualifications (RFQ)

a. Commitment to SBE Participation (Design) must be submitted at the time of RFQ submission.

b. Final Schedule of Subcontractors (Design) must be submitted at the time of RFQ submission.

c. Certification Certificates (Design) must be submitted at the time of RFQ submission if a certified Prime is claiming credit for self-performance or for each certified subcontractor listed on the Final Schedule of Subcontractors.

d. Intent to Perform as a Subcontractor (Design) must be submitted at the time of RFQ submission for each certified subcontractor identified on the Final Schedule of Subcontractors.

e. Bidders/Proposer List (Design) must be submitted at the time of RFQ submission.

f. Draft Joint Venture Agreement must be submitted at the time of RFQ submission if proposing as a joint venture at the Prime level and seeking SBE credit in the Joint Venture.

g. Commitment to SBE Participation (Construction) must be submitted at the time of RFQ submission.

h. Compliance Plan (Construction) a draft Compliance Plan must be submitted at the time of RFP submission. The final Compliance Plan shall be submitted after the conclusion of the solicitation process as a component of contract negotiations and award.

i. Good Faith Effort Documentation If the Contractor fails to meet the SBE goals, the documentation must be submitted at the time of RFQ submission.

Forms Required Post Contract Award

a. Final Schedule of Subcontractors (Construction) must be submitted with each price proposal when a Guaranteed Maximum Price (GMP) or component GMP price proposal is requested from the Contracting Department.

b. Certification Certificates (Construction) must be submitted if a certified Prime is claiming credit for self-performance or for each certified Subcontractor listed on the Final Schedule of Subcontractors when a

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Guaranteed Maximum Price (GMP) or component GMP price proposal is requested from the Contracting Department.

c. Intent to Perform as a Subcontractor (Construction) must be submitted with the Final Schedule of Subcontractors for each certified subcontractor when a Guaranteed Maximum Price (GMP) or component GMP price proposal is requested from the Contracting Department.

d. Bidders/Proposer…