7-PA2050 SBE Contract Provisions Local Program 11-06-25 (1).pdf

EFFECTIVE 11/07/2025

SBE 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.

SBE Participation (Not included in Page Count Limit)

SBE 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. SBE Commitment Form (completed and signed)

B. Final Schedule of Subcontractors with ALL SBE and Non-SBE partners. (completed and signed).

C. Intent to Perform Forms for each SBE (completed and signed by both

Prime & Sub)

D. SBEs have a physical place of business in the Airport’s Relevant Market Area (Collin, Dallas, Denton, Ellis, Hood, Hunt, Johnson, Kaufman, Parker, Rockwall, Somervell, Tarrant and Wise counties)

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

F. SBE Plus Current Certificates for all SBE firms identified

G. Draft Joint Venture Agreement (if applicable)

H. 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.

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: ________________________________________________

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SMALL BUSINESS ENTERPRISE (SBE)

SPECIAL CONTRACT PROVISIONS

Notification is hereby given that an SBE contract specific goal has been established for this Contract. The Contractor/vendor has committed to a percent ( %) goal 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 (“Board”) to support the growth and development of Small Business Enterprises (“SBEs”) 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 in an Airport-funded contract opportunity. For purposes of these Provisions, a Contractor is one who seeks to do business with the 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, or vendor.

3. It is the policy of the Board to ensure non-discrimination in the award and administration of

Board Contracts. Consequently, the Contractor must fully comply with the requirements of the Board’s Small Business Enterprise Program Policy and Administrative Procedures (“Policies”) 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 Board’s Policies. 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 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 Board under this Contract.

5. The Business Development Department (“BDD”) is responsible to ensure compliance with the Board’s SBE 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 Board’s

SBE Policy and Administrative Procedures and any amendments thereto. SBE and non- SBE subcontractors also agree to comply with all applicable provisions of the Board’s SBE Policy and Administrative Procedures (“Policies”).

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.

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B. ADMINISTRATIVE REQUIREMENTS

1. All Contractors are charged with knowledge of and are solely responsible for complying with each requirement of the Policies making a bid 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. 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 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 SBE 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. Each Contractor must comply with the terms and conditions of the Policies 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.

a. Responsive; compliance with requirements. If a bid/proposal meets the contract-specific goal or shows an adequate good faith effort in accordance with the Policies, then BDD shall notify the procuring department to regard the bid/proposal as responsive.

b. Non-Responsive; failure to meet requirements. If a bid/proposal subject to a contract-specific goal does not meet the goal or show an adequate good faith effort, or provide the necessary documentation or forms outlined in the Policies, 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.

2. Under the Policies, BDD has established a contract-specific goal for this Contract. The specific goal for this Contract is stated in the Advertisement and Invitation to Bid. In order to comply with the proposal requirements, a Contractor must either meet the SBE contract-specific goal or demonstrate that the Contractor has made sufficient good faith efforts to meet the Contract 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

REV (11/07//25) SBE Page 3 of 20 faith efforts to meet the SBE goal. This good faith effort documentation must be submitted with the Contractor’s bid or proposal.

3. A Contractor cannot require exclusive subcontracting or teaming arrangements or agreements with subcontractors.

4. For Contracts awarded using the procurement methods of Indefinite Delivery, Job-Order- Contract, Construction Management-at-Risk or Design Build, the Vice President of BDD may determine the requirements to address the Contract goal by means of a Compliance Plan for utilization of SBEs on such Contract, or for alternative demonstration of good faith efforts by the Proposer. The development, scope and utilization of such compliance plans shall be addressed in a separate document.

5. 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.

6. The submission of good faith efforts documentation is a matter of responsiveness and shall include a specific response to each of the following factors with the bid or proposal. In addition, a Contractor may supplement its responses to include any additional information with the bid or proposal the Contractor believes may be relevant. 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. The required SBE good faith efforts are set forth below:

a. Whether the Contractor attended any pre-bid or pre-proposal meetings scheduled by BDD to discuss subcontracting and supplier opportunities for SBE participation (acceptable documentation shall include copies of the meeting sign-in sheets with Contractor name noted as signed-in);

b. Whether the Contractor advertised in general circulation, trade association, and/or SBE focused media concerning subcontracting and supplier opportunities (acceptable documentation shall be copies of advertisement, newspaper page where advertisement was posted or print media confirmations);

c. Whether the Contractor provided written notice via email or facsimile to a reasonable number of SBEs and/or contacted a reasonable number of SBEs via telephone about the subcontracting/supplier opportunities. A “reasonable number of SBEs” is based on the number of all SBEs available in the areas of subcontracting or supplier opportunities (acceptable contact modes for solicitation shall be letters, facsimile transmissions, telephone communications and email);

d. Whether the Contractor solicited the SBEs at least five (5) business days prior to bid submission, exclusive of the day the bids are opened, to allow SBEs to participate effectively. Also, whether the Contractor followed up those initial solicitations of interest by contacting SBEs at least three (3) business days prior to bid opening to determine with certainty whether the SBEs were interested (appropriate steps may be demonstrated by second contact attempts by letter, facsimile transmission, telephone communication or email, if bidder/proposer failed to make contact on its first attempt);

e. Whether the Contractor selected portions of the work to be performed by

SBEs in order to increase the likelihood of meeting the SBE goals including, where appropriate, breaking down the Contract into economically feasible

REV (11/07//25) SBE Page 4 of 20 subcontracts to facilitate SBE participation. This includes portions of the work to be performed by SBEs the Contractor would otherwise prefer to perform with its own workforce. The ability or desire of a Contractor to perform the services of a Contract with its own workforce does not relieve the Contractor of the responsibility to meet the Contract goal or demonstrate good faith efforts to do so (The bidder/proposer shall make a moderate and reasonable adjustment to the normal and practiced industry standard that demonstrates a reasonable willingness to divide up scopes of work to provide more opportunities for SBEs to bid/quote);

f. Whether the Contractor provided interested SBEs with adequate information about the plans, specifications, scope of work and requirements of the Contract or adequate information about the locations of the plans, specifications, scope of work and requirements of the Contract (such access shall be provided at least five (5) business days before bid date or proposal submission);

g. Whether the Contractor fairly investigated and evaluated the interested

SBEs’ regarding their capabilities, not rejecting SBEs as unqualified without sound reasons based on a thorough investigation. Also, whether the Contractor provided 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. Qualifications must be based on factors other than solely the amount of the SBE’s bid. A Contractor may not reject an SBE as being unqualified without sound reasons based on a reasonably thorough investigation and assessment of the SBE’s capabilities and expertise. (Appropriate steps may be demonstrated with a summary matrix that identifies all bidders/proposers, evaluation criteria, assessments, conclusions and verifications);

h. Whether the Contractor negotiated in good faith with interested SBEs regarding price, using good business judgment and not rejecting reasonable quotes from interested SBE firms. Also, whether the Contractor provided written documentation why the Contractor and each of the SBEs contacted did not succeed in negotiating an agreement (Good faith negotiation shall mean scheduled meaningful discussions that demonstrably seek to find reasonable ways to utilize the SBE on the Contract);

i. Whether the Contractor made efforts to assist interested SBEs in obtaining Board or Contractor-required bonding, lines of credit, insurance, etc.;

j. Whether the Contractor made efforts to assist interested SBEs in obtaining necessary equipment, supplies, materials, or related assistance or services;

k. Whether the Contractor effectively used the services of advocacy and business organizations; chambers and contractor groups; local, State, and Federal business assistance offices, and other organizations that provide assistance in the identification of SBEs (acceptable contact modes for solicitation shall be letters, facsimile transmissions, telephone communications and email, list(s) of SBEs identified, marketing brochure or flyers);

l. Whether the Contractor obtained written documentation from the Board’s approved Surety Support Consultant, if applicable, or from a bona fide surety company indicating that bonding was denied and for what reason(s), prior to the SBE being rejected as a potential subcontractor for failing to obtain

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Contractor-required bonding. Documentation furnished by a surety company will be subject to verification by BDD; and

m. Whether other Contractors have attained a sufficient level of SBE participation to meet the Contract goals will also be taken into consideration in determining whether the Contractor has made a good faith effort.

7. BDD will review not only the different kinds of efforts that the Contractor has made but also the quantity and intensity of those efforts. Efforts that are merely pro-forma are not good faith efforts to meet the goal, even if they are sincerely motivated. 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.

8. 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 goal has been met or good faith documentation in the manner prescribed by BDD is considered a matter of the Contractor’s responsiveness. The Board will only award Contracts to Contractors determined to be responsive and responsible. If a Contractor fails to submit good faith efforts documentation with the bid or proposal, it waives the right to appeal the good faith efforts decision. The Vice President of BDD or designee shall be responsible for determining whether the Contractor made the required good faith effort to meet the SBE Contract goal and, if not, shall recommend that the Contractor be deemed non-responsive.

9. If a Contractor desires a review of the Vice President of BDD’s decision, it shall file a written request for final reconsideration within five (5) business days after receipt of the decision to the Reconsideration Official:

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

As part of the reconsideration, the Contractor will have the opportunity to provide written documentation or argument concerning the issue of good faith.

10. 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 must replace an SBE for any reason, it must follow the provisions herein governing the substitution of SBEs and make documented good faith efforts to meet its original SBE contractual commitment.

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

1) Solicitation of SBEs that are certified in the applicable area of work or specialty;

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

3) 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

REV (11/07//25) SBE Page 6 of 20 because the SBE was not qualified. Qualifications must be based on factors other than solely the amount of the SBEs bid;

4) 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

5) Effectively using the services of available advocacy and business organizations;

chambers and contractor groups; local, State, and Federal business assistance offices, and other organizations that provide assistance in the identification of SBEs

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

SBE contractual commitments may request an 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 continuing good faith efforts in accordance with the Policies. BDD’s determination shall be final.

D. COUNTING SBE PARTICIPATION

1. BDD will evaluate each bid or proposal to determine the responsiveness of the bid or proposal to the SBE requirements. In determining if a Contractor’s committed levels of participation meet or exceed the solicitation’s SBE goal, BDD shall base its determination solely on the information provided in the bid or proposal document.

2. Unless otherwise specified in the solicitation, all bids or proposals for the provision of

Indefinite Delivery or Job-Order-Contracts for a period of time and with no delineation of the dollar amount for specific on-call projects, the Contractor shall submit only the anticipated overall percentage of SBE contractual commitment and post award, submit a completed Compliance Plan for review and approval by the Vice President of BDD.

3. 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; reflect its capital contribution, control, management and profits; and for which it is at risk will be counted.

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. An SBE must be certified as an SBE by a Board-approved entity and have a place of business in the Airport’s market area at the time of bid or proposal submission to be counted towards meeting the contract-specific goal. Other certifications are not acceptable.

6. Post award, the Contractor may count towards its SBE contractual commitment an SBE that is certified during the performance of the Contract if the SBE is added to the Contract or substituted for an SBE pursuant to section herein.

7. The Contractor may not count toward its SBE contractual commitment the dollar value of work performed by an SBE after it has ceased to be certified as an SBE, except where the SBE is no longer certified because it has exceeded the personal net worth and/or size standard per the SBE Policies. In such cases, the Contractor may continue to count the portion of the decertified SBE’s performance of the contract remaining after the notice of

REV (11/07//25) SBE Page 7 of 20 decertification toward the contract goal, provided the SBE continues to meet all other eligibility requirements and performs a commercially useful function.

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.

9. When an SBE participates in a Contract, the Contractor shall count only the value of the work actually performed by the SBE toward SBE goals.

10. A Contractor cannot count toward the SBE contractual commitment amounts paid to an affiliate subcontractor, as defined in 49 C.F.R. Part 16.5.

11. 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).

12. The Contractor shall count toward the SBE goals the entire amount of fees or commissions charged by an SBE for providing a bona fide service, such as professional, technical, consultant, or managerial services, or for providing bonds or insurance specifically required for the performance of a Board Contract, provided it determines the fee to be reasonable and not excessive as compared with fees customarily allowed for similar services.

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

14. The Contractor will count expenditures to an SBE subcontractor towards the SBE goal only if the SBE is performing a commercially useful function on the Contract.

a. An 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 an 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. An 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 an SBE is such an extra participant, the Contractor must examine, among other relevant factors, similar transaction, particularly those in which SBEs do not participate.

c. If an 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 then would be expected on the basis of normal industry

REV (11/07//25) SBE Page 8 of 20 practice for the type of work involved, the Contractor must presume that it is not performing a commercially useful function.

d. When an 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.

15. The Contractor shall use the following factors in determining whether an 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 an owner-operator who is certified as an 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 also lease trucks from a non-SBE, including from an owner-operator.

SBE, who leases trucks from a non-SBE, is entitled to a credit only for the fee or commission it receives as a result of the lease arrangement. The SBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by an SBE.

f. 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. Leased trucks must display the name and identification number of the SBE.

16. Suppliers: A supplier may be a regular dealer, manufacturer, manufacturer’s representative or broker. The Contractor shall count expenditures to SBEs for materials or supplies towards the SBE 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 SBE supplier on such contract shall be counted toward the SB E goal. If the materials or supplies are purchased from an SBE regular dealer, BDD will count 100% of the cost of the materials or supplies toward the SBE 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 SBE supplier on such contract shall be counted toward the SBE goal.

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

2) 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.

3) If the materials or supplies are purchased from an SBE regular dealer, BDD will count 60% of the cost of the materials or supplies toward SBE goals.

4) 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 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.

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

6) With respect to materials or supplies purchased from an 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. BDD will not count any portion of the cost of the materials and supplies themselves toward SBE goals, however.

17. 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.

18. If an 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 towards the SBE goal until the firm is certified. 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, except where the SBE is no longer certified because it has exceeded the size standard per the SBE Policy and administrative procedures.

19. The Board reserves the right to reject the participation of a certified firm for credit towards meeting the Contract goal, in its sole discretion.

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20. 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 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.

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

22. The following expenditure to SBE firms 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 the Board 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 or 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:

1) The initial capital investment of each venture partner;

2) The proportional allocation of profits, losses and risks to each venture partner;

3) The sharing of the right to control the ownership and management of the joint venture;

4) Actual participation of the venture partners in the performance of the Contract;

5) The method of and responsibility for accounting;

6) The methods by which disputes are resolved; and

7) 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 only if the joint venture plans to use the SBE for credit towards the contract-specific goal. BDD shall determine the degree of SBE

REV (11/07//25) SBE Page 11 of 20 participation resulting from the joint venture that may be credited towards the Contract Specific Goal.

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. The 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 goal, the SBE must be certified by the North Central Texas Regional Certification Agency (NCTRCA), D/FW Development Council, or the Women’s Business Council Southwest as a SBE Plus.

Other certifications are not acceptable. The SBE Plus must be at least 51% owned and controlled by one or more economically disadvantaged individuals, each of whom has a personal net worth that does not exceed $2,047,000, excluding the individual’s ownership in the applicant business, equity in the individual’s primary residence, and the value of the individual’s qualified retirement accounts. SBA size is determined by using gross receipts or employee count averaged over the previous three fiscal years, including all affiliates in accordance with 13 C.F.R. Part 121. Certification must be current (unexpired) at the time of bid or proposal submission to count as credit towards meeting the SBE goal.

2. In addition to having a valid certification from one of the entities listed above, the SBE must have a physical place of business in the Airport’s relevant market area at the time the firm is submitted for credit towards meeting the SBE goal. The Airport Board’s relevant market area is Collin, Dallas, Denton, Ellis, Hood, Hunt, Johnson, Kaufman, Parker, Rockwall, Somervell, Tarrant, and Wise counties. The SBE must provide any requested documentation to establish its place of business to the satisfaction of BDD. Use of a post office box, private mailbox service, another person’s or firm’s office space (including Airport office space), virtual office, shared or coworking office space, or executive suite does not satisfy the requirement that the SBE have a physical place of business in the relevant market area. However, an SBE majority owner who operates their business solely from their own residence in the relevant market area satisfies this requirement.

3. The Contractor must submit to BDD a properly completed SBE+certificate or letter, with all required attachments, for all SBEs proposed to be utilized as subcontractors or suppliers to meet the Contract goal at the time of bid/proposal submission. The 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. A Contractor whose proposed certified firm is rejected for goal credit may request reconsideration of the rejection to BDD in writing. The request for reconsideration must be received by BDD within five (5) business days of the notification of rejection. BDD’s decision on the request shall be final.

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4. A firm must be certified as an SBE by an agency accepted by BDD at the time of bid or proposal submission to be counted towards meeting the goal for purposes of determining Contract award.

5. Post award, a Contractor may count SBEs certified during the performance of the Contract towards its SBE contractual commitment once documentation confirming such certification is submitted to BDD.

6. BDD maintains a current listing of certified SBEs. Bidders and proposers must utilize these Directories to assist them in locating SBE for the work required on the Contract. The SBE Directories are located

• dfwairport.com - Compliance Reporting System

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

F. SBE UTILIZATION FORMS AND RELATED DOCUMENTATION

1. Each Contractor must submit for all solicitations, bids or proposals, completed SBE utilization forms as outlined below.

a. Invitation for Bid (IFB) for Construction Projects:

• Commitment to SBE Participation must be submitted at the time of bid submission.

• Certification Certificates Copies of corresponding certification certificates must be attached to the Final Schedule of Subcontractors.

• Good Faith Effort Documentation If the Contractor fails to meet the SBE goal, this documentation must be submitted at the time of bid submission.

• Final Schedule of Subcontractors shall be submitted within three (3) business days from the date of the bid opening or with the bid verification.

• Intent to Perform as a Subcontractor A signed and executed form for each SBE subcontractor identified on the Final Schedule of Subcontractors, shall be submitted within three (3) business days from the date of the bid opening or with the bid verification.

OR

b. Invitation for Bid (IFB) for General Goods and Services Projects:

• Commitment to SBE Participation must be submitted at the time of bid submission.

• Certification Certificates Copies of corresponding certification certificates must be attached to the Final Schedule of Subcontractors.

• Good Faith Effort Documentation If the Contractor fails to meet the SBE goal, this documentation must be submitted at the time of bid submission.

• Final Schedule of Subcontractors shall be submitted at the time of bid submission.

• Intent to Perform as a Subcontractor A signed and executed form for each SBE subcontractor should be submitted at bid time.

c. Request for Proposals (RFP) or Request for Qualifications (RFQ):

• Commitment to SBE Participation must be submitted at the time of proposal submission.

https://dfw.gob2g.com/

REV (11/07//25) SBE Page 13 of 20

• Certification Certificates Copies of corresponding certification certificates must be attached to the Final Schedule of Subcontractors.

• Good Faith Effort Documentation If the Contractor fails to meet the SBE goal, this documentation must be submitted at the time of proposal submission.

• Final Schedule of Subcontractors shall be submitted with the best and final offer.

• Intent to Perform as a Subcontractor A signed and executed form for each SBE subcontractor identified on the Final Schedule of Subcontractors, shall be submitted with the best and final offer.

OR

d. Request for Price Proposal for a task/delivery order under an Indefinite Delivery Contract:

• Commitment to SBE Participation must be submitted at the time of proposal submission.

• Compliance Plan: Post Contract award, submit to BDD for review and approval.

• Final Schedule of Subcontractors At the time that a delivery order price proposal is requested, the Final Schedule of Subcontractors must be submitted with the price proposal submission.

• Certification Certificates. Copies of corresponding certification certificates must be attached to the Final Schedule of Subcontractors.

• Intent to Perform as a Subcontractor A signed and executed form for each SBE subcontractor identified on the Final Schedule of Subcontractors must be submitted with the final agreed-upon price proposal for each delivery order.

2. Any commitments to meet the SBE goal must be detailed on the Commitment to Small

Business Enterprise (SBE) Participation form included with the bid/proposal. This commitment includes the following:

”The Contractor must maintain the SBE participation level to which it committed at contract award throughout the performance of the Contract. A Contractor may not terminate for convenience an SBE subcontractor (or an approved substitute SBE) and then perform the work of the terminated subcontract with its own workforces, those of an affiliate or any other firm, without the prior written consent from BDD. When an SBE subcontractor is terminated or fails to complete its work on the Contract for any reason, the Contractor is required to make good faith efforts to substitute another SBE to fulfill its SBE contractual commitment.”

3. The Schedule of Subcontractors form must list all subcontractors the Contractor intends to use in performing the work of the project, including non-SBEs, and detail the preliminary and/or final percentage and dollar commitment of the Contractor to SBE participation. Only SBEs identified and the levels of participation listed for each at the time of bid submission will be considered in determining whether the Contractor has met the goal. All SBEs must be properly certified under the guidelines of the CERTIFICATION section. Submission of the Intent to Perform as a Subcontractor form for each SBE shall constitute a representation by the Contractor to the Board that it believes the SBE to be certified as an SBE to perform the work as designated. It shall also represent a commitment by the Contractor that if it is awarded the Contract, it will enter into a subcontract with the SBE for the work described at the approximate price and percentage set forth in the Intent to Perform as a Subcontractor form.

4. If the SBE's information or status changes after the form has been submitted but prior to award of the Contract, the Contractor must immediately notify BDD of the change and a written explanation for the change by submitting a Request for Approval of Change to Final Schedule of Subcontractors form. No change in SBE participation after bid submission, but

REV (11/07//25) SBE Page 14 of 20 prior to Contract award, may change, or be deemed to change, the Contractor’s submitted bid amount. The Modification and Substitutions section of the Policies shall govern the modifications and substitutions of the SBEs that occur after Contract award.

5. Except as authorized by BDD, the Contractor shall enter into formal agreements with all subcontractors listed on the Final Schedule of Subcontractors within ten (10) business days after receipt of the Contract executed by the Board. If requested, the Contractor must provide the BDD copies of those agreements within five (5) business days of the written request.

6. Alternative Compliance Plan

a. When the project design is not complete or at a level of completeness allowing for final competitive pricing proposals, BDD may, in its sole discretion, require bidders or proposers for a construction or construction-related professional services Contract to submit a Compliance Plan in lieu of the above forms. The Compliance Plan shall be developed in accordance with the following requirements:

1) BDD may require separate goals for project professional services and for project construction services, or a project aggregate goal. The Compliance Plan must address the applicable goal(s) as specified by BDD.

2) The construction goal shall be expressed as a percentage of either (a) the total amount of any lump sum construction Contract awarded to complete a project, or

(b) the total estimated “cost of the work” as that term is defined in any guaranteed maximum price Contract awarded to complete a project, as determined by BDD.

3) The Airport department head shall provide a good faith estimate of the construction cost upon which a construction goal shall be set. The bidder or proposer must provide a refined estimate at the time of the submission of a proposed Compliance Plan, if the amount is not reflected in an executed Contract.

4) After consultation with the Department head or a designated representative, BDD shall establish a timetable for submittal and review of the proposed Compliance Plan.

5) At BDD’s sole discretion, submission and review of a proposed Compliance Plan may be required during the solicitation process as a solicitation submittal requirement or after the conclusion of the solicitation process as a component of Contract negotiations and award. Failure to comply with the submittal timetable may, at BDD’s sole discretion, result in no further consideration of the proposed Compliance Plan and rejection of the proposal.

b. At a minimum, a proposed Compliance Plan must:

1) Comply with the Policies, including affirming that BDD shall have prompt, full and complete access to all bidder or proposer and subcontractor personnel, books and records required to monitor and ensure performance of the approved Compliance Plan. The Compliance Plan must also acknowledge the Board’s right to impose monetary penalties, withhold payment, or exercise any other contract remedies— including suspension, debarment, or termination—in the event of non-compliance, and to subject the Contractor to sanctions pursuant to the Policies and Administrative Procedures.

2) Provide a detailed program for community outreach and support to enhance SBE opportunities.

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3) Provide a detailed program describing how the bidders or proposers will divide up the anticipated work into economically feasible units calculated to enhance SBE opportunities.

4) Describe in detail how the bidders or proposers will make good faith efforts to meet the project goal, including work that the bidders or proposers would normally self-perform, and provide for review, reconciliation milestones and audit opportunities for BDD.

5) If the proposed Compliance Plan is based upon a phased or packaged buy out of the project construction work, the bidders or proposers will describe the process by which the bidders or proposers will address the project goal on a phased/ package or cumulative basis.

6) Describe how the bidders or proposers will comply with the requirements herein as part of the subcontractor buyout of the construction work, including use of commitment forms, Schedule of Subcontractors, Intent to Perform and joint venture forms to adequately document committed participation attained.

7) Contain a specific acknowledgement of the bidder’s or proposer’s continuing duty to meet the requirements of the Policies. The Compliance Plan must detail how the proposer will make good faith efforts to maintain its SBE commitments.

8) Set forth how the bidders or proposers will comply with BDD’s online reporting system for tabulation of participation performance and plan administration and for monitoring and reporting progress and participation performance to BDD.

9) Recommend methods for supporting BDD administration and oversight of the Compliance Plan.

10) Set forth a detailed methodology for issuance of notice(s) of non-compliance to the bidder’s or proposer’s subcontractors with the Compliance Plan and a reasonable opportunity to cure.

11) Set forth a detailed methodology for final reconciliation of participation performance, measured against the established goal and plan close out.

7. BDD shall approve or initially reject, with comments, the proposed Compliance Plan. If the proposed Compliance Plan is rejected, the bidder or proposer may submit a revised Compliance Plan by a date set by BDD. BDD in its sole discretion may meet with the proposer to discuss any deficiencies that must be addressed in the revised Compliance Plan.