2-PA1858 M-WBE Special Contract Provisions EXHIBIT B - Request Number REQ00004064.pdf

EFFECTIVE 7/1/2020

M/WBE PROGRAM IN EFFECT

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.

M/WBE Participation (Not included in Page Count Limit)

M/WBE Participation Checklist For:

a. Request for Bids (RFB) – Goods and Services including Best Value

b. Request for Bids (RFB) – Construction

Request for Qualifications (RFQ) – Architectural/Engineering Services, Design & Design Management Services and Program Management/Construction Management Services

c. Request for Proposal (RFP) – Goods and Services including Best Value

A. M/WBE Commitment Form (Completed and Signed)

B. Final Schedule of Subcontractors with ALL M/WBE and Non-MWBE partners. (Completed and Signed).

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

D. M/WBEs have a physical place of business in the Airport’s Relevant Market Area (Collin, Dallas, Denton or Tarrant)

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

F. M/WBE Current Certificates for all M/WBE firms identified

G. Draft Joint Venture Agreement (if applicable)

H. Please ensure the M/WBE % listed on the Commitment Form matches the % on the Final Schedule of Subcontractors Form and the aggregate % of all Intent to Performs.

AFFIRMATION

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

THE BEST OF MY KNOWLEDGE AND I HAVE READ THE M/WBE CONTRACT

PROVISIONS.

PRINTED NAME AND TITLE OF AUTHORIZED OFFICIAL:

SIGNATURE: __________________________________________________________

DATE: ________________________________________________

Request Number: REQ00004064 Contract Number: PA1858

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions

MINORITY/WOMEN BUSINESS ENTERPRISE (M/WBE)

SPECIAL CONTRACT PROVISIONS

Notification is hereby given that an M/WBE Contract Specific Goal has been established for this Contract. The Contractor/vendor has committed to percent ( %) M/WBE participation of the total dollar value of this Contract including any change orders and/or modifications throughout the term of this Contract/agreement. The commitment is a contractual commitment upon execution of the Contract.

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 Minority/Women Business Enterprises (“M/WBE”) that can successfully compete for Airport prime contracting and subcontracting opportunities.

2. A “Contractor” is defined as one who participates, through a Contract or any other contractual agreement. 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. It is the policy of the Airport Board to ensure non-discrimination in the award and administration of Airport Board Contracts. Consequently, the Contractor must fully comply with the requirements of the Airport Board’s Minority/Women 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, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of the Airport Board’s M/WBE 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.

5. The Business Diversity & Development Department (“BDDD”) is responsible to ensure compliance with the Airport Board’s M/WBE Program Policy and Administrative Procedures. BDDD has the mission to proactively facilitate and maximize business and capacity building opportunities for M/WBEs 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 M/WBE Program Policy and Administrative Procedures and any amendments thereto. M/WBE and Non-M/WBE subcontractors also agree to comply with all applicable provisions of the Airport Board’s M/WBE Program Policy and Administrative Procedures (“Policies”). BDDD and or the Airport Board may

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions 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 showing:

a. Subcontract/supplier awards, including awards to M/WBEs;

b. Specific efforts to identify and award such Contracts to M/WBEs, such as when requested copies of executed Contracts with M/WBEs to establish actual M/WBE 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 BDDD 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 M/WBE contractual commitments.

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

4. The Contractor shall provide BDDD access to all books, records, accounts and personnel. Such access will be used for, among other purposes, determining M/WBE participation and compliance with the Policies. All Contractors may be subject to interim and post-contract M/WBE 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)

a. Each Contractor must comply with the terms and conditions of the M/WBE 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. Responsive; compliance with requirements. If a bid/proposal meets the Contract Specific Goal or shows an adequate good faith effort in accordance with the M/WBE Program Policy and

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions

Administrative Procedures, then BDDD shall notify the procuring department to regard the bid/proposal as responsive.

ii. Non-Responsive; failure to meet requirements. If a bid/proposal subject to a Contract Specific Goal does not provide the necessary information, documentation or forms outlined in the M/WBE Program Policy and Administrative Procedures, then BDDD 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 BDDD 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 M/WBE 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 M/WBE goal, it shall nevertheless be eligible for award of the Contract if it can demonstrate to BDDD 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. For Contracts that are initially awarded under $50,000.00 with a zero Contract Specific Goal and later increases to greater than $50,000.00, BDDD will evaluate whether to establish a Contract Specific Goal. If a Contract Specific Goal is established, the M/WBE commitment made to meet the Contract Specific Goal will be applicable to future contract value increases and change orders.

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

e. 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 efforts as to any one of the following categories shall render the overall good faith showing insufficient and the bid/proposal non-responsive.

BDDD 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

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions

RESPONSES TO EACH OF THE CRITERIA AND WITHOUT PROPER

SUPPORT DOCUMENTATION IS NOT EVIDENCE OF A PROPER

DEMONSTRATION OF GOOD FAITH EFFORT AND WILL BE DEEMED

NON-RESPONSIVE WITH NO FURTHER CONSIDERATION FOR A

REQUEST FOR AN APEAL TO THE RECONSIDERATION OFFICIAL.

Contractors are not limited to these particular areas and may include other efforts deemed appropriate. Complete the Commitment to M/WBE 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 M/WBEs 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 M/WBEs listed in the State and/or Local respective directories of firms that specialize in the areas of work desired (as noted in the M/WBE 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 M/WBEs to respond to the solicitation and submit a timely offer for the subcontract. The bidder should determine with certainty if the M/WBEs 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 M/WBEs in order to increase the likelihood that the M/WBE 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 M/WBE 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 M/WBE participation.

iii. Providing interested M/WBEs 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 M/WBEs. It is the bidder's responsibility to make a portion of the work available to M/WBE subcontractors and suppliers and to select those

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions portions of the work or material needs consistent with the available M/WBE subcontractors and suppliers, so as to facilitate M/WBE participation. Evidence of such negotiation includes the names, addresses, and telephone numbers of M/WBEs 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 M/WBEs to perform the work. A bidder using good business judgment would consider a number of factors in negotiating with subcontractors, including M/WBE 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 M/WBEs is not in itself sufficient reason for a bidder's failure to meet the contract M/WBE 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 M/WBEs if the price difference is excessive or unreasonable.

v. Not rejecting M/WBEs 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 M/WBE 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 M/WBE at the original price is not alone sufficient to support a finding that good faith efforts have been made to replace the original M/WBE. 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 M/WBE, and it is not a sound basis for rejecting a prospective replacement M/WBE's reasonable quote.

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

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

viii. Effectively using the services of available minority/women community organizations; minority/women contractors' groups;

local, State, and Federal minority/women business assistance offices; and other organizations as allowed on a case-by-case

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions basis to provide assistance in the recruitment and placement of M/WBEs.

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 M/WBE and non-M/WBE subcontractor quote submitted to the bidder when a non-M/WBE subcontractor was selected over an M/WBE for work on the contract to review whether M/WBE prices were substantially higher; and contact the M/WBEs listed on a contractor's solicitation to inquire as to whether they were contacted by the prime. Pro forma mailings to M/WBEs requesting bids are not alone sufficient to satisfy good faith efforts under the rule.

f. BDDD 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 M/WBE 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 M/WBEs after Contract award is not considered to be responsive to the Contract solicitation or to constitute good faith efforts. BDDD will also consider if, given all relevant circumstances, the Contractor’s efforts could reasonably be expected to produce a level of M/WBE participation sufficient to meet the goal.

g. 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 BDDD 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 BDDD’s decision that sufficient good faith efforts were not made. The Vice President of BDDD 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.

h. If a Contractor, that has submitted good faith efforts documentation, desires a review of BDDD’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:

Executive Vice President

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions

Administration & Diversity DFW Airport, 2400 Aviation Drive P.O. Box 619428 DFW Airport, TX 75261-9428

i. 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 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.

j. 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. M/WBE 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 M/WBE 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 M/WBE commitment, due to changes to the scope of work made by the Airport Board, the Contractor and User Department must immediately notify BDDD of the scope of work changes that impact M/WBEs for approval. The Contractor has a continuing obligation to meet its original M/WBE commitment.

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

i. Solicitation of M/WBEs that are certified in the applicable area of work or specialty;

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

iii. Fairly investigating and evaluating the interested M/WBEs’ regarding their capabilities, not rejecting M/WBEs 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 M/WBE because the M/WBE was not qualified;

iv. Negotiating in good faith with interested M/WBEs regarding price, using good business judgment and not rejecting reasonable quotes from interested M/WBEs and providing written

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions documentation why the Contractor and any of the M/WBEs contacted did not succeed in negotiating an agreement; and

v. Effectively using the services of available minority and women community organizations; chambers and Contractor groups; local, State, and Federal business assistance offices, and other organizations that provide assistance in the identification of M/WBEs

c. Modified good faith efforts must be demonstrated to be meaningful and not merely for formalistic compliance with this requirement. The scope 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 M/WBE contractual commitments may request administrative review and final reconsideration by the Vice President of BDDD. The Contractor may elect to meet in person to discuss whether the Contractor made good faith efforts in accordance with the M/WBE Program Policy and Administrative Procedures. BDDD’s determination shall be final.

D. COUNTING M/WBE PARTICIPATION

1. BDDD will evaluate each bid or proposal to determine the responsiveness of the bid or proposal to the M/WBE 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, BDDD 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 M/WBE will perform with its own workforce will be counted towards the Contract Specific Goal. In addition, the M/WBEs ownership interest percentage must be commensurate with its capital contribution, control, management, profits and risks.

3. When counting the M/WBE 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 M/WBE 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 M/WBE goal.

4. When calculating participation levels, percentages and dollar amounts for each M/WBE, 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 an M/WBE subcontractor to enter into an exclusive arrangement for purposes of submitting its bid or proposal or require the M/WBE subcontractor to enter into a non-compete arrangement post award

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions

6. Post award, the Contractor may count towards its M/WBE contractual commitment an M/WBE in the relevant market area that is certified by an approved entity during the performance of the Contract, if the M/WBE is added to the Contract or substituted for an M/WBE pursuant to M/WBE SUBSTITUTIONS OR TERMINATIONS section herein.

7. The Contractor may not count toward its M/WBE contractual commitment the dollar value of work performed by an M/WBE after it has ceased to be certified as an M/WBE or ceased to satisfy the requirement that the M/WBE have a physical place of business in the relevant market area.

8. M/WBE 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.

9. M/WBE prime Contractors cannot count their self-performance in lieu of meeting an M/WBE subcontracting commitment made at the time of contract award.

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

11. All M/WBE 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 an M/WBE act as a conduit, nor shall the participation of an M/WBE count toward the goal to the extent it fails to perform a commercially useful function or knowingly agrees to pass the scope of work for which it is listed for participation and is scheduled to perform or supply on a contract, to a non-MWBE or M/WBE firm and/or does not carry out the responsibilities required for MWBE participation by actually performing, managing, controlling and supervising the work under a contract. In this type of relationship, the MWBE has not performed a commercially useful function and the arranged agreement between the two (2) parties is not consistent with standard industry practice. This arrangement does not meet the commercially useful function requirement, and therefore the MWBE's participation does not count toward the MWBE goal on the contract. Conduit is also referred to as a passthrough.

a. Conduit means an MWBE that knowingly agrees to pass the scope of work for which it is listed for participation and is scheduled to perform or supply on a contract, to a non-MWBE or M/WBE firm and/or does not carry out the responsibilities required for MWBE participation by actually performing, managing, controlling and supervising the work under a contract. In this type of relationship, the MWBE has not performed a commercially useful function and the arranged agreement between the two (2) parties is not consistent with standard industry practice. This arrangement does not meet the commercially useful function requirement, and therefore the MWBE's participation does not count toward the MWBE goal on the contract. Conduit is also referred to as a passthrough.

12. When a Contractor utilizes an M/WBE 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

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions 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 M/WBE 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 M/WBEs own work forces. The Contractor may count the cost of supplies and materials obtained by the M/WBE for the work of the Contract, including supplies purchased or equipment leased by the M/WBE (except supplies and equipment the M/WBE subcontractor purchases or leases from the prime Contractor or its affiliate).

15. When an M/WBE 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 M/WBE goal only if the M/WBE's subcontractor is itself an M/WBE. Work that an M/WBE subcontracts to a non-M/WBE does not count toward M/WBE goal.

16. The Contractor will count towards the M/WBE goal expenditures to an M/WBE subcontractor, only if the M/WBE subcontractor is performing a commercially useful function on the Contract.

a. AN M/WBE 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 M/WBE 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 an M/WBE 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 M/WBE credit claimed for its performance of the work, and other relevant factors.

b. An M/WBE 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 M/WBE participation. In determining whether an M/WBE is such an extra participant, the Contractor must examine, among other relevant factors, similar transaction, particularly those in which M/WBEs do not participate.

c. If an M/WBE 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 M/WBE 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 Airport must presume that it is not performing a commercially useful function.

d. When an M/WBE is presumed not to be performing a commercially useful function as provided in this section, the M/WBE may present evidence to rebut this presumption. BDDD may determine that the firm is performing a commercially useful function given the type of work involved and normal

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions industry practices. BDDD in its sole discretion shall determine whether an M/WBE is performing a commercially useful function.

17. BDDD shall use the following factors in determining whether an M/WBE trucking company is performing a commercially useful function:

a. The M/WBE 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 M/WBE goal.

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

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

e. The M/WBE may lease trucks from a non-M/WBE firm, including from an owner-operator. The M/WBE that leases trucks equipped with drivers from a non-M/WBE is entitled to credit for the total value of transportation services provided by non-M/WBE leased trucks equipped with drivers not to exceed the value of transportation services on the contract provided by M/WBE-owned trucks or leased trucks with M/WBE employee drivers.

Additional participation by non-M/WBE 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 BDDD.

i. For example: M/WBE Firm X uses two of its own trucks on a contract. It leases two trucks from M/WBE Firm Y and six trucks equipped with drivers from non-M/WBE Firm Z. M/WBE 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 participation of eight trucks. M/WBE 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 M/WBE may lease trucks without drivers from a non-M/WBE truck leasing company. If the M/WBE leases trucks from a non-M/WBE 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: M/WBE Firm X uses two of its own trucks on a contract. It leases two additional trucks from non-M/WBE Firm Z. Firm X uses its own employees to drive the trucks leased

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions from Firm Z. M/WBE 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 M/WBE 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 M/WBE, so long as the lease gives the M/WBE absolute priority for use of the leased truck. Lease trucks must display the name and identification number of the M/WBE.

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

a . On Airport Board contracts of less than five million dollars ($5,000,000.00), at the time of bid openings or proposal selection, one hundred percent (100%) of the value of the commercially useful function performed by an M/WBE supplier on such contract shall be counted toward the M/WBE goal. If the materials or supplies are purchased from an M/WBE regular dealer, BDDD will count 100% of the cost of the materials or supplies toward the M/WBE goal.

b. On Airport Board contracts of five million dollars ($5,000,000.00) or more, at the time of bid opening or proposal selection, sixty percent (60%) of the value of the commercially useful function performed by an M/WBE supplier on such contract shall be counted toward the M/WBE goal.

i. If the materials or supplies are obtained from an M/WBE manufacturer, BDDD will count 100 percent of the cost of the materials or supplies toward the M/WBE 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.

iii. If the materials or supplies are purchased from an M/WBE regular dealer, BDDD will count 60% of the cost of the materials or supplies toward M/WBE goals.

iv. 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.

A. 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.

B. A person may be a regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone, or

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions asphalt without owning, operating, or maintaining a place of business if the person both owns and operates distribution equipment for 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.

v. Packagers, brokers, manufacturers’ representatives, or other persons who arrange or expenditure transactions are not regular dealers.

vi. With respect to materials or supplies purchased from an M/WBE which is neither a manufacturer nor a regular dealer, BDDD 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 M/WBE goals, provided it has been determined the fees to be reasonable and not excessive as compared with fees customarily allowed for similar services. BDDD will not count any portion of the cost of the materials and supplies themselves toward M/WBE goals, however.

vii. BDDD 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 an M/WBE 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 M/WBE goal until the firm is certified. Counting of participation is not retroactive; only dollars paid to the M/WBE after certification count toward the M/WBE 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 M/WBE certified.

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

21. The Contractor shall not count the participation of an M/WBE subcontractor toward the goal until the amount has been actually paid to the M/WBE.

22. The following expenditures to M/WBEs may also count toward the M/WBE 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 BDDD 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

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions 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 BDDD 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 BDDD 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 M/WBEs on all eligible Contracts, including commercial development agreements.

a. If a Contractor engages in a joint venture to satisfy its M/WBE commitment, BDDD 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 BDDD for its approval in writing. BDDD shall determine the degree of M/WBE participation resulting from the joint venture that may be credited towards the Contract Specific Goal.

c. BDDD will count M/WBE participation where the M/WBE or joint venture partner performs a portion of work on the Contract and the percentage of ownership or equity of the M/WBE in a joint venture. BDDD 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 M/WBE joint venture partner performs with its own forces toward the M/WBE 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 BDDD have not been complied with, then such member may seek review and mediation of such agreement before the Vice President of BDDD. The request for review must be made in writing.

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions

e. In the event that the mediation with the Vice President, does not resolve all disputes, the Vice President of BDDD 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 M/WBEs towards the Contract Specific Goal or Annual Goal, the M/WBE must be certified by the North Central Texas Regional Certification Agency (NCTRCA), DFW Minority Supplier Development Council or the Women’s Business Council Southwest. Other certifications are not acceptable.

In addition to having a valid certification from one of the entities listed above, the M/WBE must be certified in the NAICS Code applicable to the scope of work it proposes to perform and have a place of business in the Airport Board’s relevant market area at the time the bid or proposal is submitted for credit towards meeting the M/WBE goal. The Airport Board’s relevant market area is Dallas, Tarrant, Collin and Denton counties.

2. The M/WBE must provide any requested documentation to establish its place of business to the satisfaction of BDDD. Using a post office box, private mailbox services, another person’s or firm’s office space (including Airport Board office space), virtual offices, shared or coworking office spaces, executive suites or staffing services does not satisfy the requirement that the M/WBE have a physical place of business in the relevant market area. Please reference the Definitions in the Appendix of the M/WBE Program Policy and Administrative Procedures.

3. An M/WBE owner or employee living in the relevant market area does not satisfy the requirement that the M/WBE having a place of business in the relevant market area. However, an M/WBE majority owner who operates his/her own business solely from his/her own residence in the four-county relevant market area satisfies the requirement that the M/WBE have a physical place of business in the relevant market area. Please reference the Definitions in the Appendix of the M/WBE Program Policy and Administrative Procedures.

4. Affiliate/Affiliation: Regardless of certification by a recognized agency, the M/WBE must be an independent business and not an affiliate of any other business including non-M/WBEs. Affiliate means any business entity that is affiliated with an M/WBE or with owners of such M/WBE 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 minority 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

Exhibit B

Date/Time Printed:8/11/2025, at 10:44 AM Risk Profile: MWBE Contract Provisions more persons with an identity of interest. Individuals or firms that have identical or substantially identical business or economic interests (such 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.

5. BDDD in its sole discretion shall determine whether an applicant is an independent business.

6. The Contractor must submit to BDDD a properly completed M/WBE Certification Certificate or letter, with all required attachments, for all M/WBEs 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. BDDD’s decision on the request shall be final.

7. A firm must be certified as an M/WBE at the time of bid or proposal submission to be counted towards meeting the Contract Specific Goal for purposes of determining Contract award.

8. 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.

9. M/WBE certification does not constitute a representation or warranty as to the qualifications or capabilities of any certified firm.

10. BDDD 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 M/WBE firms for the work required on the Contract; however, the certifications should be verified through the approved certification agency. The directory is located at:

• https://dfw.diversitysoftware.com

F. PRE-AWARD COMPLIANCE PROCEDURES

1. M/WBE Utilization Forms and Related Documentation

a. Each Contractor must submit for all solicitations, bids or proposals, qualifications completed and signed M/WBE utilization forms as outlined below to be considered responsive.