Certifications and Representations

ANNUAL CERTIFICATIONS AND REPRESENTATIONS

TYPE OF BUSINESS ORGANIZATION

The Offeror represents and certifies as part of its quotation that: (Check all applicable boxes.) the Offeror operates as an individual, a partnership, a nonprofit organization, a corporation, incorporated and under the laws of the State of a joint venture, or a foreign entity; the Offeror is a mfg., a dist., a fabricator, a consultant, a service/software, other If the Offeror is a foreign entity, it operates as an individual, a partnership, a nonprofit organization, a joint venture, or a corporation, registered for business in (country).

BUSINESS SIZE AND TYPE OF CLASSIFICATION

Check all applicable boxes

(See attached for Definitions)

Large Small Minority Owned

Foreign Women-Owned Veteran

Nonprofit Disadvantaged Service Disabled Veteran

HBCU/MI Native American Certified Hub Zone*

Certified Disadvantaged*

*USSBA Certified - Requires copy of USSBA certification

The North American Industry Classification System (NAICS) code for this acquisition is [insert the 6 or 8 digit NAICS code that most closely represents the product or service your firm is likely to sell to the Company]. The NAIC Code listings can be found at the Internet site:

PROHIBITION OF SEGREGATED FACILITIES (FAR 52.222-21) (2/99)

(a)By the submission of this offer, the Offeror agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit is employees to perform their services at any location under its control where segregated facilities are maintained. The Offer agrees that a breach of this clause is a violation of the Equal Opportunity clause in the order. (b) The Offeror shall include this clause in every order that is subject to the Equal Opportunity Clause of this order. (c) “Segregated facilities,” as used in this provision, means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation and housing facilities provided for employees that are segregated by explicit directive are in fact segregated on the basis of race, color, religion, or national origin because of habit, local custom or otherwise.

NOTE: The penalty for making false statements in offers is prescribed in 18 J.S.C. 1001.

PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FAR 52.222-22) (2/99)

Contractors who do not have 50 or more employees and a contract of $50,000 or more, mark “HAS NOT.”

The Offeror represents that:

(a) It HAS; HAS NOT participated in a previous contract or subcontract subject to the Equal Opportunity clause of this solicitation; (b) It HAS, HAS NOT, filed all required compliance reports; and Representations indicating submission of required compliance reports, signed by proposed Subcontractors, will be obtained before subcontract awards.

AFFIRMATIVE ACTION COMPLIANCE (FAR 52.222-25) (4/84)

Contractors who do not have 50 or more employees and a contract of $50,000 or more, mark “HAS NOT.”

The Offeror represents that:

(a)It HAS developed and has on file, HAS NOT developed and does not have on file at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), OR (b) It HAS NOT previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor.

ANTI-KICKBACK PROCEDURES (FAR 52.203-7) (7/95)

Offeror represents that it complies with the requirements set forth in FAR 52.203-7 Anti-Kickback Procedures.

EQUAL OPPORTUNITY (FAR 52.222-26) (2/99)

(a)Offeror represents that to the best of its knowledge and belief, no written notice of deficiency in or violation of compliance with the provisions of Executive orders 11246 or 11375 or rules or regulations of the Secretary of Labor (41 CFR, Chapter 60) has been received as of the date hereof. It is further agreed that Offeror will notify the CompanyI Purchasing if this status should change during the effective period of this Certificate.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS (FAR 52.209-5)(12/00)

The Offeror certifies, to the best of its knowledge and belief, that the Offeror and/or any of its Principals:

(a) ARE, ARE NOT presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; (b) HAVE, HAVE NOT, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; and (c) ARE, ARE NOT presently indicted for, or otherwise criminally or civilly charged by a governmental entity with commission of any of the offenses enumerated in subdivision (b) of this provision.

(d) HAS, HAS NOT, within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

This certification is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, Buyer may terminate the contract resulting from this solicitation for default.

CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (FAR 52.203-2) (4/85)

(a)The Offeror certifies that:

(1) The prices in its offer have been arrived at independently, without – for the purpose of restricting competition – any consultation, communication, or agreement with any other offeror or competitor relating to: (i) those prices, (ii) the intention to submit an offer, or (iii) the methods or factors used to calculate the prices offered. (2) The prices in its offer have not been and will not knowingly be disclosed by the Offeror, directly or indirectly, to any other offeror or competitor before bid opening (in the case of a formally advertised/sealed bid solicitation) or contract award (in the case of a negotiated/competitive solicitation) unless otherwise required by law; and, (3) No attempt has been made or will be made by the Offeror to induce any other concern to submit or not to submit an offer for the purpose of restricting competition.

(b)Each signature on the offer is considered to be a certification by the signatory that the signatory:

(1) Is the person in the Offeror’s organization responsible for determining or authorizing the prices being offered in its bid or proposal, and that the signatory, acting on his own behalf or acting as agent for the Offeror’s principals responsible for determining the prices offered in its bid or proposal has not participated and will not participate in any action contrary to subparagraphs (a) (1) through (a) (3) above. (2) Has been authorized, in writing, to act as agent for the principals involved in certifying that those principals have not participated, and will not participate in any action contrary to subparagraphs (a)(1) through (a)(3) of this provision; (ii) as an authorized agent, does certify that such principals have not participated, and will not participate, in any action contrary to subparagraphs (a)(1) through (a)(3) of this provision; and (iii) As an agent, has not personally participated, and will not participate in any action contrary to subparagraphs (a)(1) through (a)(3) of this provision.

(c)If Offeror deletes or modifies subparagraph (a)(2) of this provision, Offeror must furnish with its offer a signed statement setting froth in detail the circumstances of the disclosures.

COVENANT AGAINST CONTINGENT FEES (FAR 52.203-5) (4/84)

(a)The Offeror warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of the contingent fee. (b) “Bona fide agency,” as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence.

“Bona fide employee,” as used in this clause, means a person, employed by a contractor and subject to the contractor’s supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence.

“Contingent fee,” as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

“Improper influence,” as used in this clause means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (FAR 52.203-11) (4/91)

(a)The definitions and prohibitions contained in the clause, at FAR 52.203-12, Limitation on Payments to Influence Certain Federal Transactions, included in this solicitation, are hereby incorporated by reference in paragraph (b) of this certification.

(b) The Offeror, by signing its offer, hereby certifies to the best of his or her knowledge and belief that on or after December 23, 1989: (1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with the awarding of any Federal contract, the making of any Federal Grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal transaction) have been paid, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with this solicitation, the Offeror shall complete and submit, with its offer, OMB standard form LLL, Disclosure of Lobbying Activities, to the Contracting Officer; and (3) He or she will include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose accordingly.

(c) Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by section 1352, title 31, United States Code. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure form to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure.

CERTIFICATION REGARDING POLITICAL CONTRIBUTIONS, FEES, AND COMMISSIONS PAID IN CONNECTION WITH SALES SUBJECT TO THE PROVISIONS OF THE ARMS EXPORT CONTROL ACT

The following is certified in compliance with 22 CFR 130: (Please check appropriate box)

Neither Offeror nor its subcontractors at any tier have paid, offered or agreed to pay, or will pay or offer or agree to pay, in respect to the goods or services which are to be provided to the Company, its subsidiaries, divisions, affiliates, or operating units under any purchase order awarded as a result of the referenced RFP, political contributions, fees, or commissions in amounts as specified in 22 CFR 130.9.

Offeror or its subcontractors at any tier have paid, offered or agreed to pay, or will pay or offer to pay, in respect to the goods or services which are to be provided to the Company under any purchase order awarded as a result of the referenced RFP, political contributions, fees, or commissions in amounts as specified in 22 CFR 130.9. Information under 22 CFR 130.10 is attached hereto.

This Certification constitutes a material representation by Offeror upon which the Company will rely in the event it makes a purchase order award to Offeror with respect to the goods or services which are the subject of the referenced RFP. The Company shall have the right to terminate for default any purchase order so awarded in the event Offeror submits any false, inaccurate or incomplete information in connection with this Certification, fails to provide any necessary or require information, or provides information indicating payments or amounts which exceed the limits stated in 22 CFR 130.9.

CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (FAR 52.223-13) (10/00)

The Offeror, represents that:

(a)As the owner or operator of facilities that will be used in the performance of this contract are subject to the filing and reporting requirements described in section 313 of the Emergency Planning and community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023) and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C. 13106), the Offerorwill file and continue to file for such facilities for the life of the contract the Toxic Chemical release Inventory Form (Form R) as described in sections 313(a) and (g) of EPCRA and section 6607 of PPA; ORNone of its own or operated facilities to be used in the performance of this contact is subject to the Form R filing and reporting requirements because each such facility is exempt for at least one of the following reasons: (Check each block that is applicable.)

The facility does not manufacture, process or otherwise use any toxic chemicals listed under section 313(c) of EPCRA, 42 U.S.C. 11023(c);

The facility does not have 10 or more full-time employees as specified in section 313(b)(1)(A) of EPCRA 42 U.S.C. 11023(b)(1)(A);

The facility does not meet the reporting thresholds of toxic chemicals established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including the alternate thresholds at 40 CFR 372.27, provided an appropriate certification form has been filed with EPA);

The facility does not fall within Standard Industrial Classification Code (SIC) major groups 20 through 39 or their corresponding North American Industry Classification System (NAICS) sectors 31 through 33; or

The facility is not located within any State of the UntiedStates, the District of Columbia, the Commonwealth of Puerto Rico, Guam, American Samoa, the Untied States Virgin Islands, the Northern Mariana Islands, or any other territory or possession over which the United States has jurisdiction.

CERTIFICATION OF HANDICAPPED REHABILITATION ACT

The Offeror certifies that it COMPLIES DOES NOT COMPLY with Executive Order 11758, Authority Under Rehabilitation Act of 1973, as amended, regarding employment of qualified handicapped persons.

AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA (FAR 52.222-35) (4/98)

The Offeror certifies that it IS, IS NOT in compliance with applicable affirmative action and labor laws pertaining to the employment of Disabled and Vietnam Era Veterans.

EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA

(FAR 52.222-37) (1/99)

The Offeror certifies that it IS, IS NOT in compliance with special reporting requirements pertaining to Employment Reports on special Disabled Veterans and Veterans of the Vietnam Era.

BUY AMERICAN ACT--BALANCE OF PAYMENTS PROGRAM CERTIFICATE. (FAR 52.225-2) (2/00)

(a)The Offeror certifies that each end product, except those listed in paragraph (b) of this certificate, is a domestic end product as defined in the clause entitled "Buy American Act--Balance of Payments Program--Supplies" and that Offeror has considered components of unknown origin to have been mined, produced, or manufactured outside the United States. The Offeror shall list as foreign end products those end products manufactured in the United States that do not qualify as domestic end products.

(b)Foreign End Products:

LINE ITEM NO. COUNTRY OF ORIGIN

(List as necessary)

REPRESENTATION CONCERNING DATA RIGHTS

Offeror has reviewed the requirements for the delivery of data or software and states (check appropriate block) [ ] none of the data proposed for fulfilling such requirements qualifies as limited rights data or restricted computer software or [ ] data proposed for fulfilling such requirements qualify as limited rights data or restricted computer software and are identified as follows:

TECHNICAL DATA OR COMPUTER SOFTWARE PREVIOUSLY DELIVERED TO THE GOVERNMENT (DFAR 252.227-7028) (6/95)

This section must be handled on a proposal by proposal basis.

The Offeror certifies that it: (a) HAS, HAS NOT delivered or (b) IS, or IS NOT obligated to deliver to the Government under any contract or subcontract, the same or substantially the same technical data or computer software as are required hereunder. NOTE: If the Offeror’s representation in (a) or (b) above, is “HAS”, the Offeror shall identify below: (a) The contract number under which the data or software were produced; (b) the contract number under which, and the name and address of the organization to whom, the data or software were most recently delivered or will be delivered; and (c) Any limitations in the Government’s rights to use or disclose the data or software, including, when applicable, identification of the earliest date the limitations expires. Contract/Subcontract No. , Place of Delivery: (Name of Government Agency/Contractor), (Address: Street, City, state and Zip Code), (Delivered to: Name of Party)

Offeror represents that there are no limitations on the Government’s right to use or disclose the data, including, when applicable, identification of the earliest date the limitation expires.

USE OF GOVERNMENT FACILITIES

Government facilities WILL, WILL NOT be used on a rent-free-use basis. If the answer is WILL, the following information is required. (a) Facility Contract Number , Name of Agency authorizing Facility Contract, Contracting Officer’s Name , Office Symbol , Phone number , Address (b) the proposed price for this procurement DOES, DOES NOT include separately identifiable monetary consideration for use of these facilities. (c) if DOES is answered to (b) above, explain method used to calculate consideration for use.

INTENT TO FURNISH PRECIOUS METALS AS GOVERNMENT-FURNISHED MATERIAL (DFAR 252.208-7000) (12/91)