**U.S. DEPARTMENT OF ENERGY**

**REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF
BIDDERS/OFFERORS**

**SOLICITATION** **AWARD NO. DE-RP02-06CH11357**

**SECTION K**

Various statutes and regulations require Federal agencies to obtain
certain representations, certifications, and other statements from
bidders/offerors in connection with the award of contracts.
Bidders/offerors are required to completed the annual representations
and certifications electronically via the Online Representations and
Certifications Application (ORCA) website at *http://orca.bpn.gov*. In
addition, all Bidders/offerors submitting a bid/proposal in response to
a solicitation and/or potential contract award, must complete the
requested representations, certifications, and other statements of
bidders/offerors, as indicated by the placement of an "X" to the right
of the numerical designation for the Item.

1.   Annual Representations and Certifications (JAN 2005)(FAR 52.204-8)

2.   Facility Clearance (MAY 2002) (DEAR 952.204-73)

3.   Organizational Conflicts of Interest Disclosure-Advisory and
    Assistance Services (JUN 1997) (DEAR 952.209-8) (DEVIATION)

4\. Energy Policy Act Target Group Representation (SEP 1997) (DEAR
952.226-73)

5\. Patents - Notice of Government Licensee - (APR 1984) (FAR 52.227‑7)

6\. Cost Accounting Standards Notices and Certification (JUN 2000) (FAR
52.230‑1)

7\. Restriction on Severance Payments to Foreign Nationals (AUG 2003)
(FAR 52.237-8)

8\. Certificate Pertaining to Foreign Interests, Standard Form 328 (REV
7/2001)

**1. Annual Representations and Certifications (JAN 2005)(FAR
52.204-8)**

\(a\) (1) If the clause at 52.204-7, Central Contractor Registration, is
included in this solicitation, paragraph (b) of this provision applies.

\(2\) If the clause at 52.204-7 is not included in this solicitation,
and the offeror is currently registered in CCR, and has completed the
ORCA electronically, the offeror may choose to use paragraph (b) instead
of completing the corresponding individual representations and
certifications in the solicitation. The offeror shall indicate which
option applies by checking one of the following boxes:

> \[ \] (i) Paragraph (b) applies.
>
> \[ \] (ii) Paragraph (b) does not apply and the offeror has completed
> the individual representations and certifications in the solicitation.

\(b\) The offeror has completed the annual representations and
certifications electronically via the Online Representations and
Certifications Application (ORCA) website at *http://orca.bpn.gov*.
After reviewing the ORCA database information, the offeror verifies by
submission of the offer that the representations and certifications
currently posted electronically have been entered or updated within the
last 12 months, are current, accurate, complete, and applicable to this
solicitation (including the business size standard applicable to the
NAICS code referenced for this solicitation), as of the date of this
offer and are incorporated in this offer by reference (see FAR 4.1201);
except for the changes identified below \[*offeror to insert changes,
identifying change by clause number, title, date*\]. These amended
representation(s) and/or certification(s) are also incorporated in this
offer and are current, accurate, and complete as of the date of this
offer.

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  FAR Clause \# Title Date Change

  \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_
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> Any changes provided by the offeror are applicable to this
> solicitation only, and do not result in an update to the
> representations and certifications posted on ORCA. "

**2. Facility Clearance (MAY 2002) (DEAR 952.204-73)**

**NOTICES**

Section 2536 of title 10, United States Code, prohibits the award of a
contract under a national security program to an entity controlled by a
foreign government if it is necessary for that entity to be given access
to information in a proscribed category of information in order to
perform the contract unless a waiver is granted by the Secretary of
Energy. In addition, a Facility Clearance and foreign ownership, control
and influence (FOCI) information are required when the contract or
subcontract to be awarded is expected to require employees to have
access authorizations.

Offerors who have either a Department of Defense or a Department of
Energy Facility Clearance generally need not resubmit the following
foreign ownership information unless specifically requested to do so.
Instead, provide your DOE Facility Clearance code or your DOD assigned
commercial and government entity (CAGE) code. If uncertain, consult the
office which issued this solicitation.

\(a\) Use of Certificate Pertaining to Foreign Interests, Standard Form
328

> \(1\) The contract work anticipated by this solicitation will require
> access to classified information or special nuclear material. Such
> access will require a Facility Clearance for the Contractor
> organization and access authorizations (security clearances) for
> Contractor personnel working with the classified information or
> special nuclear material. To obtain a Facility Clearance the offeror
> must submit a Certificate Pertaining to Foreign Interests, Standard
> Form 328, and all required supporting documents to form a complete
> Foreign Ownership, Control or Influence (FOCI) Package.
>
> \(2\) Information submitted by the offeror in response to the Standard
> Form 328 will be used solely for the purposes of evaluating foreign
> ownership, control or influence and will be treated by DOE, to the
> extent permitted by law, as business or financial information
> submitted in confidence.
>
> \(3\) Following submission of a Standard Form 328 and prior to
> contract award, the Contractor shall immediately submit to the
> Contracting Officer written notification of any changes in the extent
> and nature of FOCI which could affect the offeror\'s answers to the
> questions in Standard Form 328. Following award of a contract, the
> Contractor must immediately submit to the cognizant security office
> written notification of any changes in the extent and nature of FOCI
> which could affect the offeror\'s answers to the questions in Standard
> Form 328. Notice of changes in ownership or control which are required
> to be reported to the Securities and Exchange Commission, the Federal
> Trade Commission, or the Department of Justice must also be furnished
> concurrently to the cognizant security office.

\(b\) Definitions

> \(1\) Foreign Interest means any of the following:
>
> \(i\) A foreign government, foreign government agency, or
> representative of a foreign government;
>
> \(ii\) Any form of business enterprise or legal entity organized,
> chartered or incorporated under the laws of any country other than the
> United States or its possessions and trust territories; and
>
> \(iii\) Any person who is not a citizen or national of the United
> States.
>
> \(2\) Foreign Ownership, Control, or Influence (FOCI) means the
> situation where the degree of ownership, control, or influence over a
> Contractor by a foreign interest is such that a reasonable basis
> exists for concluding that compromise of classified information or
> special nuclear material may result.

\(c\) Facility Clearance means an administrative determination that a
facility is eligible to access, produce, use or store classified
information, or special nuclear material. A Facility Clearance is based
upon a determination that satisfactory safeguards and security measures
are carried out for the activities being performed at the facility. It
is DOE policy that all Contractors or Subcontractors requiring access
authorizations be processed for a Facility Clearance at the level
appropriate to the activities being performed under the contract.
Approval for a Facility Clearance shall be based upon:

> \(1\) A favorable foreign ownership, control, or influence (FOCI)
> determination based upon the Contractor\'s response to the ten
> questions in Standard Form 328 and any required, supporting data
> provided by the Contractor;
>
> \(2\) A contract or proposed contract containing the appropriate
> security clauses;
>
> \(3\) Approved safeguards and security plans which describe protective
> measures appropriate to the activities being performed at the
> facility;
>
> \(4\) An established Reporting Identification Symbol code for the
> Nuclear Materials Management and Safeguards Reporting System if access
> to nuclear materials is involved;
>
> \(5\) A survey conducted no more than 6 months before the Facility
> Clearance date, with a composite facility rating of satisfactory, if
> the facility is to possess classified matter or special nuclear
> material at its location;
>
> \(6\) Appointment of a Facility Security Officer, who must possess or
> be in the process of obtaining an access authorization equivalent to
> the Facility Clearance; and, if applicable, appointment of a Materials
> Control and Accountability Representative; and
>
> \(7\) Access authorizations for key management personnel who will be
> determined on a case-by-case basis, and must possess or be in the
> process of obtaining access authorizations equivalent to the level of
> the Facility Clearance.

\(d\) A Facility Clearance is required prior to the award of a contract
requiring access to classified information and the granting of any
access authorizations under a contract. Prior to award of a contract,
the DOE must determine that award of the contract to the offeror will
not pose an undue risk to the common defense and security as a result of
its access to classified information or special nuclear material in the
performance of the contract. The Contracting Officer may require the
offeror to submit such additional information as deemed pertinent to
this determination.

\(e\) A Facility Clearance is required even for contracts that do not
require the Contractor\'s corporate offices to receive, process,
reproduce, store, transmit, or handle classified information or special
nuclear material, but which require DOE access authorizations for the
Contractor\'s employees to perform work at a DOE location. This type
facility is identified as a non-possessing facility.

\(f\) Except as otherwise authorized in writing by the Contracting
Officer, the provisions of any resulting contract must require that the
contractor insert provisions similar to the foregoing in all
subcontracts and purchase orders. Any Subcontractors requiring access
authorizations for access to classified information or special nuclear
material shall be directed to provide responses to the questions in
Standard Form 328, Certificate Pertaining to Foreign Interests, directly
to the prime contractor or the Contracting Officer for the prime
contract.

**NOTICE TO OFFERORS - CONTENTS REVIEW**

**(PLEASE REVIEW BEFORE SUBMITTING)**

Prior to submitting the Standard Form 328, required by paragraph (a)(1)
of this clause, the offeror should review the FOCI submission to ensure
that:

> \(1\) The Standard Form 328 has been signed and dated by an authorized
> official of the company;
>
> \(2\) If publicly owned, the Contractor\'s most recent annual report,
> and its most recent proxy statement for its annual meeting of
> stockholders have been attached; or, if privately owned, the audited,
> consolidated financial information for the most recently closed
> accounting year has been attached;
>
> \(3\) A copy of the company\'s articles of incorporation and an
> attested copy of the company\'s by-laws, or similar documents filed
> for the company\'s existence and management, and all amendments to
> those documents;
>
> \(4\) A list identifying the organization\'s owners, offic-ers,
> directors, and executive personnel, including their nAMES, social
> security numbers, citizenship, titles of all positions they hold
> within the organi-zation, and what clearances, if any, they possess or
> are in the process of obtaining, and identification of the government
> agency(ies) that granted or will be granting those clearances; and
>
> \(5\) A summary FOCI data sheet.

**NOTE:** A FOCI submission must be attached for each tier parent
organization (i.e. ultimate parent and any intervening levels of
ownership). If any of these documents are missing, award of the contract
cannot be completed.

**3. Organizational Conflicts of Interest Disclosure-Advisory and
Assistance Services (JUN 1997) (DEAR 952.209-8) (DEVIATION)**

\(a\) Organizational conflict of interest means that because of other
activities or relationships with other persons, a person is unable or
potentially unable to render impartial assistance or advice to the
Government, or the person\'s objectivity in performing the contract work
is or might be otherwise impaired, or a person has an unfair competitive
advantage.

\(b\) All offerors shall provide the statement described in paragraph
(c) of this provision. (DEVIATION)

\(c\) The statement must contain the following:

> \(1\) A statement of any past (within the past twelve months),
> present, or currently planned financial, contractual, organizational,
> or other interests relating to the performance of the statement of
> work. For contractual interests, such statement must include the name,
> address, telephone number of the client or client(s), a description of
> the services rendered to the previous client(s), and the name of a
> responsible officer or employee of the offeror who is knowledgeable
> about the services rendered to each client, if, in the 12 months
> preceding the date of the statement, services were rendered to the
> Government or any other client (including a foreign government or
> person) respecting the same subject matter of the instant
> solicitation, or directly relating to such subject matter. The agency
> and contract number under which the services were rendered must also
> be included, if applicable. For financial interests, the statement
> must include the nature and extent of the interest and any entity or
> entities involved in the financial relationship. For these and any
> other interests enough such information must be provided to allow a
> meaningful evaluation of the potential effect of the interest on the
> performance of the statement of work.
>
> \(2\) A statement that no actual or potential conflict of interest or
> unfair competitive advantage exists with respect to the advisory and
> assistance services to be provided in connection with the instant
> contract or that any actual or potential conflict of interest or
> unfair competitive advantage that does or may exist with respect to
> the contract in question has been communicated as part the statement
> required by (b) of this provision.

\(d\) Failure of the offeror to provide the required statement may
result in the offeror being determined ineligible for award.
Misrepresentation or failure to report any fact may result in the
assessment of penalties associated with false statements or such other
provisions provided for by law or regulation.

**4. Energy Policy Act Target Group Representation (SEP 1997) (DEAR
952.226-73)**

\(a\) The Offeror is:

> \(1\) An institution of higher education that meets the requirements
> of 34 CFR 600.4(a), and has a student enrollment that consists of at
> least 20 percent:
>
> \(i\) Hispanic Americans, i.e., students whose origins are in Mexico,
> Puerto Rico, Cuba, or Central or South America, or any combination
> thereof, or
>
> \(ii\) Native Americans, i.e., American Indians, Eskimos, Aleuts, and
> Native Hawaiians, or any combination thereof;
>
> \(2\) An institution of higher learning determined to be a
> Historically Black College and University by the Secretary of
> Education pursuant to 34 CFR 608.2; or
>
> \(3\) A small business concern, as defined under section 3 of the
> Small Business Act (15 U.S.C. 632), that is owned and controlled by
> individuals who are both socially and economically disadvantaged
> within the meaning of section 8(d) of the Small Business Act (15
> U.S.C. 637(d)) or by a woman or women.

\(b\) By submission of an offer, the offeror agrees to provide to the
Contracting Officer, upon request, evidence satisfactory to the
contracting officer that the offeror is an entity from the Energy Policy
Act target group identified.

**5. Patents - Notice of Government Licensee (APR 1984) (FAR 52.227‑7)**

The Government is obligated to pay a royalty applicable to the proposed
acquisition because of a license agreement between the Government and
the patent owner. The patent number is
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \[Contracting Officer fill
in\], and the royalty rate is \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\[Contracting Officer fill in\]. If the offeror is the owner of, or a
licensee under, the patent, indicate below:

\[ \] Owner

\[ \] Licensee

If an offeror does not indicate that it is the owner or a licensee of
the patent, its offer will be evaluated by adding thereto an amount
equal to the royalty.

**6. Cost Accounting Standards Notices and Certification (JUN 2000) (FAR
52.230‑1)**

Note: This notice does not apply to small businesses or foreign
governments. This notice is in three parts, identified by Roman numerals
I through III.

Offerors shall examine each part and provide the requested information
in order to determine Cost Accounting Standards (CAS) requirements
applicable to any resultant contract.

If the offeror is an educational institution, Part II does not apply
unless the contemplated contract will be subject to full or modified CAS
coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6),
respectively.

I. DISCLOSURE STATEMENT‑‑COST ACCOUNTING PRACTICES AND CERTIFICATION

\(a\) Any contract in excess of \$500,000 resulting from this
solicitation will be subject to the requirements of the Cost Accounting
Standards Board (48 CFR Chapter 99), except for those contracts which
are exempt as specified in 48 CFR 9903.201‑1.

\(b\) Any offeror submitting a proposal which, if accepted, will result
in a contract subject to the requirements of 48 CFR Chapter 99 must, as
a condition of contracting, submit a Disclosure Statement as required by
48 CFR 9903.202. When required, the Disclosure Statement must be
submitted as a part of the offeror\'s proposal under this solicitation
unless the offeror has already submitted a Disclosure Statement
disclosing the practices used in connection with the pricing of this
proposal. If an applicable Disclosure Statement has already been
submitted, the offeror may satisfy the requirement for submission by
providing the information requested in paragraph (c) of Part I of this
provision.

CAUTION: In the absence of specific regulations or agreement, a practice
disclosed in a Disclosure Statement shall not, by virtue of such
disclosure, be deemed to be a proper, approved, or agreed‑to practice
for pricing proposals or accumulating and reporting contract performance
cost data.

\(c\) Check the appropriate box below:

\[ \] (1) Certificate of Concurrent Submission of Disclosure Statement.
The offeror hereby certifies that, as a part of the offer, copies of the
Disclosure Statement have been submitted as follows: (i) Original and
one copy to the cognizant Administrative Contracting Officer (ACO) or
cognizant Federal agency official authorized to act in that capacity
(Federal official), as applicable, and (ii) One copy to the cognizant
Federal

auditor. (Disclosure must be on Form No. CASB DS‑1 or CASB DS-2, as
applicable. Forms may be obtained from the cognizant ACO or Federal
official and/or from the loose‑leaf version of the Federal Acquisition
Regulation.)

Date of Disclosure Statement: \_\_/\_\_/\_\_

Name and Address of Cognizant ACO or Federal Official Where Filed
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

The offeror further certifies that practices used in estimating costs in
pricing this proposal are consistent with the cost accounting practices
disclosed in the Disclosure Statement.

\[ \] (2) Certificate of Previously Submitted Disclosure Statement.

The offeror hereby certifies that the required Disclosure Statement was
filed as follows:

Date of Disclosure Statement: \_\_/\_\_/\_\_

Name and Address of Cognizant ACO or Federal Official Where Filed:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

The offeror further certifies that the practices used in estimating
costs in pricing this proposal are consistent with the cost accounting
practices disclosed in the applicable Disclosure Statement.

\[ \] (3) Certificate of Monetary Exemption.

The offeror hereby certifies that the offeror, together with all
divisions, subsidiaries, and affiliates under common control, did not
receive net awards of negotiated prime contracts and subcontracts
subject to CAS totaling \$50 million or more in the cost accounting
period immediately preceding the period in which this proposal was
submitted. The offeror further certifies that if such status changes
before an award resulting from this proposal, the offeror will advise
the Contracting Officer immediately.

\[ \] (4) Certificate of Interim Exemption.

The offeror hereby certifies that (i) the offeror first exceeded the
monetary exemption for disclosure, as defined in (3) of this subsection,
in the cost accounting period immediately preceding the period in which
this offer was submitted and (ii) in accordance with 48 CFR 9903.202‑1,
the offeror is not yet required to submit a Disclosure Statement. The
offeror further certifies that if an award resulting from this proposal
has not been made within 90 days after the end of that period, the
offeror will immediately submit a revised certificate to the Contracting
Officer, in the form specified under subparagraph (c)(1) or (c)(2) of
Part I of this provision, as appropriate, to verify submission of a
completed Disclosure Statement.

CAUTION: Offerors currently required to disclose because they were
awarded a CAS‑covered prime contract or subcontract of \$50 million or
more in the current cost accounting period may not claim this exemption
(4). Further, the exemption applies only in connection with proposals
submitted before expiration of the 90‑day period following the cost
accounting period in which the monetary exemption was exceeded.

II\. COST ACCOUNTING STANDARDS‑‑ELIGIBILITY FOR MODIFIED CONTRACT
COVERAGE

If the offeror is eligible to use the modified provisions of 48 CFR
9903.201‑2(b) and elects to do so, the offeror shall indicate by
checking the box below. Checking the box below shall mean that the
resultant contract is subject to the Disclosure and Consistency of Cost
Accounting Practices clause in lieu of the Cost Accounting Standards
clause.

\[ \] The offeror hereby claims an exemption from the Cost Accounting
Standards clause under the provisions of 48 CFR 9903.201‑2(b) and
certifies that the offeror is eligible for use of the Disclosure and
Consistency of Cost Accounting Practices clause because during the cost
accounting period immediately preceding the period in which this
proposal was submitted, the offeror received less than \$50 million in
awards of CAS‑covered prime contracts and subcontracts. The offeror
further certifies that if such status changes before an award resulting
from this proposal, the offeror will advise the Contracting Officer
immediately.

CAUTION: An offeror may not claim the above eligibility for modified
contract coverage if this proposal is expected to result in the award of
a CAS‑covered contract of \$50 million or more or if, during its current
cost accounting period, the offeror has been awarded a single
CAS‑covered prime contract or subcontract of \$50 million or more.

III\. ADDITIONAL COST ACCOUNTING STANDARDS APPLICABLE TO EXISTING
CONTRACTS

The offeror shall indicate below whether award of the contemplated
contract would, in accordance with subparagraph (a)(3) of the Cost
Accounting Standards clause, require a change in established cost
accounting practices affecting existing contracts and subcontracts.

\[ \] YES or \[ \] NO

**7. Restriction on Severance Payments to Foreign Nationals (AUG 2003)
(FAR 52.237-8)**

\(a\) The Federal Acquisition Regulation (FAR), at
[31.205-6](http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/31.htm#P295_60473)(g)(6),
limits the cost allowability of severance payments to foreign nationals
employed under a service contract performed outside the United States
unless the head of the agency grants a waiver pursuant to FAR
[37.113-1](http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/37.htm#P96_15409)
before contract award.

\(b\) In making the determination concerning the granting of a waiver,
the agency will determine that\--

> \(1\) The application of the severance pay limitations to the contract
> would adversely affect the continuation of a program, project, or
> activity that provides significant support services for \--
>
> \(i\) Members of the armed forces stationed or deployed outside the
> United States; or
>
> \(ii\) Employees of an executive agency posted outside the United
> States;
>
> \(2\) The Contractor has taken (or has established plans to take)
> appropriate actions within its control to minimize the amount and
> number of incidents of the payment of severance pay to employees under
> the contract who are foreign nationals; and
>
> \(3\) The payment of severance pay is necessary in order to comply
> with a law that is generally applicable to a significant number of
> businesses in the country in which the foreign national receiving the
> payment performed services under the contract, or is necessary to
> comply with a collective bargaining agreement

# 8. Attachment A -- Foreign Ownership, Control, Or Influence (FOCI)

Standard Form 328 - Certificate Pertaining To Foreign Interests

**CONTENTS REVIEW REQUIRED BY THE OFFEROR**

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  **Section 836 of the Fiscal Year 1993 Defense Authorization Act (Pub.
  L. 102-484) prohibits the award of a Department of Energy contract
  under the national security program to an entity owned or controlled by
  a foreign government if it is necessary for that entity to be given
  access to information in a proscribed category of information in order
  to perform the contract. The Secretary of Energy may determine that a
  waiver from this requirement is essential to the National Security
  interests of the United States.**

  -----------------------------------------------------------------------

Prior to forwarding a FOCI submission to DOE, the offeror shall review
the FOCI documentation to ensure that:

1\. If the offeror is owned by a parent organization(s), the
Certificates Pertaining to Foreign Interests Standard Form 328
(REV7/2001) have been attached for [all tier parents, i.e., ultimate
parent and any intervening levels of ownership]{.underline}. Each
certification must be signed and dated by an authorized official of the
respective organization. \[i.e., a person authorized to represent and
sign for the organization as officially recorded by the organization
(that is, in the document which sets forth the terms & conditions for
its operation & management by laws, operating agreement, partnership
agreement, etc.)\]

In addition to the executed Certificates Pertaining to Foreign Interests
Standard Form 328 (REV7/2001), an offeror/bidder and, if applicable, its
tier parents shall also submit the following to the Contracting Officer:

1\. A copy of the U.S. company\'s articles of incorporation and an
attested copy of the U.S. company\'s by-laws, or similar documents filed
for the U.S. company\'s existence and management, and all amendments to
those documents. NOTE: A contractor with a DOE approved facility
clearance and, if applicable, its tier parents do not need to provide
these documents unless (i) the U.S. company\'s articles of incorporation
and by-laws, or similar documents filed for the U.S. company\'s
existence and management, have been amended; or (ii) the Lead
Responsible Office has requested the documents. *Contractors with
approved facility clearances should identify their Facility Code or CAGE
Code if DOD, the date they submitted their Certificate Pertaining to
Foreign Interests, and the FOCI determination date to the Contracting
Officer.*

2\. Complete and return the attached Summary FOCI Data Sheet. The
Summary FOCI Data Sheet will enable the Lead Responsible Office to
review and verify the submitted information in a quicker and more
thorough manner which will provide a quicker determination. NOTE: A
contractor with a DOE approved facility clearance and, if applicable,
its tier parents do not need to provide the Summary FOCI Data Sheet
unless (i) a change(s) has occurred which would affect the answers to
the information in the Summary FOCI Data Sheet previously provided by
the contractor and/or its tier parents, if applicable; or (ii) the Lead
Responsible Office has requested the contractor and/or its tier parents
to complete and return the Summary FOCI Data Sheet.

3\. Consolidated information and statements for the organization\'s most
recently closed accounting year.

> a\. Publicly-traded companies (including the ultimate parent,
> intermediate parent, and subsidiary) shall submit its annual report
> and Securities and Exchange Commission Form 10-K report for the most
> recently closed accounting year, as well as its most recent proxy
> statement for the annual meeting of stockholders.
>
> If the company\'s stock is not publicly traded but the company has
> publicly-traded debt, the company shall submit its Securities and
> Exchange Commission Form 10-K report for the most recently closed
> accounting year.
>
> b\. Privately-owned companies (including the ultimate parent,
> intermediate parent, and subsidiary) shall submit consolidated
> financial information (i.e., to include the accounts of the company
> and its subsidiary companies) for the most recently closed accounting
> year. The financial information shall be prepared and presented in
> accordance with generally accepted accounting principles as
> established by the financial accounting standards board, to include
> accompanying footnote disclosures. If available, audited financial
> information shall be provided. If audited financial information is not
> available, unaudited information shall be provided, but only if
> accompanied by a certification attesting to the unavailability of
> audited information.

4\. Listing of owners, officers, directors, and executive personnel
(OODEP)

> a\. The contractor and all tier parents shall submit a list
> identifying their respective organizations owners, officers,
> directors, and executive personnel, to include their complete nAMES;
> social security numbers; date and place of birth; citizenship; titles
> of all positions they hold within the organization; and what
> clearances, if any, they possess or are in the process of obtaining
> and identification of the government agency(ies) that granted or will
> be granting those clearances. If any position is vacant, so state.
>
> b\. For sole proprietorships operating in community property states
> (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas,
> Washington, or Wisconsin), information on the sole proprietor\'s
> spouse, if applicable, shall also be provided on the OODEP listing.

NOTE: *If any of these documents are missing the contracting officer
cannot complete award of the contract.* Refer to Document SF238.pdf and
Document SF238i.pdf

**FOREIGN REPRESENTATIVE STATEMENT/CERTIFICATE**

SUBJECT: Statement of full Disclosure of Foreign Connections

REPRESENTATIVE OF A FOREIGN INTEREST (RFI): A citizen or national of the
U.S. or an intending citizen to the U.S. who possesses or is being
processed for a DOE access authorization and who is acting as a
representative of a foreign interest.

FOREIGN INTEREST: Any foreign government, agency of a foreign
government, or representative of a foreign government; any form of
business enterprise or legal entity organization, chartered or
incorporated under the laws of any country, other than the U.S. or its
possessions and trust territories, and any person who is not a citizen
of national of the U.S.

In reviewing the RFI status, the following information is required:

**REPRESENTATIVE OF FOREIGN INTEREST STATEMENT**

[Name of the foreign interest:]{.underline}

[Address of the foreign interest:]{.underline}

[Nature of business of foreign interest and the products/services
involved. If the products/services are strictly commercial in nature or
if there can be military application:]{.underline}

[Full details of ownership or affiliation with the foreign
interest:]{.underline}

[The specific relationship between the foreign interest and the United
States organization:]{.underline}

[Your job titles and specific duties with the foreign
interest:]{.underline}

[Percentage of time devoted to foreign interest:]{.underline}

[Percentage of U.S. organization\'s revenues and net income derived from
foreign firm during the U.S. organization\'s most recently closed
accounting year:]{.underline}

[Name and address of all U.S. facilities where you hold or are in
process for an access authorization:]{.underline}

[The nature of business of all U.S. organizations and the
products/services involved:]{.underline}

[Summary of duties with the United States organization. Provide detailed
information, as well as position title(s):]{.underline}

[Have you ever registered as an Agent of a foreign government as
detailed in 18 U.S.C. 219? If so, please provide details:]{.underline}

**CERTIFICATION:**

I recognize my special responsibility to protect classified information
and/or special nuclear material from disclosure to any unauthorized
person, foreign, or domestic.

TYPE OR PRINT FULL
NAME:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

SIGNATURE:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
DATE:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

SOCIAL SECURITY
NUMBER:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

#### 

#### LEGAL NAME OF CONTRACTOR FACILITY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**LIST OF SENSITIVE COUNTRIES**

Countries appear on this list for reasons of national security,
terrorism or nuclear nonproliferation support.

Algeria

Armenia

Azerbaijan

Belarus

China, People\'s Republic of

Cuba

Georgia

India

Iran

Iraq

Israel

Kazakhstan

Kyrgyzstan

Libya

Moldova

North Korea, Democratic People\'s Republic of

Pakistan

Russia

Sudan

Syria

Taiwan

Tajikistan

Turkmenistan

Ukraine

Uzbekistan

NOTE: Due to the dynamic nature of world events, other countries may, at
any time, become sensitive. Therefore, caution should be exercised in
dealing with citizens of countries not listed to assure that sensitive
information, although unclassified in nature, that it is not
inadvertently disclosed. This would include nuclear and other U.S.
technology and economic information.

**SUMMARY FOCI DATA SHEET**

PROVIDE RESPONSES TO THE QUESTIONS IDENTIFIED BELOW: (SUPPLEMENTAL PAGES
MAY BE ATTACHED TO PROVIDE COMPLETE AND ACCURATE RESPONSES.)

1\. Type of business structure:( ) corporation; ( ) college/university;
( ) limited liability company; ( ) sole proprietorship; ( ) limited
partnership; ( ) general partnership; ( ) other

2\. Exact name as specified in charter:

> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

3\. All other nAMES used (i.e. dba \[doing business as\],aka \[also
known as\]):

> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

4\. State or other jurisdiction of incorporation or organization:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

5\. Date of incorporation or organization:

> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

6\. Stock ownership: ( ) privately held, ( ) publicly traded.

> a.) Class(es) of
> stock:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> b.) Number of shares authorized of each class of stock:
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

c.  Number of shares issued of each class of stock?

> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> d.) Explain difference(s) between each class of stock, to include
> voting
> rights:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> e.) Is cumulative voting authorized? ( ) YES ( ) NO

7\. Current physical address for the principal executive offices,
individual point of contact and phone number for FOCI matters and the
organization\'s facility security officer and phone number.

> Physical Address
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> Facility Security Officer
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Telephone
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

8\. List all company nAMES and/or address changes, and the date(s) of
such change(s), for the principal executive offices during the past 10
years.

9\. Legal name(s) of all tier parent organizations, if applicable.

> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

10\. Provide the current number of members of the company\'s Board of
Directors, to include identification by name of the Chairman of the
Board, if applicable.
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

11\. Will any parent organizations be performing work requiring access
authorizations, and if so, identify by legal name the parent
organization(s) name.
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

12\. Does your organization or any parent organization maintain DOD
facility clearances? If yes, please provide the DOD cage code(s).

> **\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**OFFICIAL USE ONLY (WHEN COMPLETED)**

**OWNERS, OFFICERS, DIRECTORS, AND EXECUTIVE PERSONNEL (OODEP)**

> **LEGAL COMPANY NAME AND PHYSICAL ADDRESS OF FACILITY LOCATION:**
>
> ADDRESS OF COMPANYS PRINCIPAL EXECUTIVE OFFICES IF DIFFERENT FROM THE
> PHYSICAL ADDRESS OF THE FACILITY LOCATION**:**

  ----------------- ------------------ ------------------- ------------- ------------------
  **INDIVIDUAL\'S   **ALL COMPANY      **DATE/PLACE OF     **SOCIAL      **IDENTIFY
  COMPLETE NAME**   TITLES/POSITIONS   BIRTH/CITIZENSHIP   SECURITY      INDIVIDUAL\'S
                    HELD BY IDENTIFIED (U.S., OTHER,       NUMBER**      SECURITY
                    INDIVIDUAL**       DUAL)**                           CLEARANCE(S)
                                                                         LEVEL, ISSUING
                                                                         U.S. GOVERNMENT
                                                                         AGENCY(ies) OR
                                                                         EXCLUSION AND
                                                                         DATE**

                                                                         

                                                                         

                                                                         

                                                                         

                                                                         

                                                                         
  ----------------- ------------------ ------------------- ------------- ------------------

LIST CERTIFIED CORRECT BY**:**

**Type or Print Name and Signature of Authorized Official Title Date
Certified**

**\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_**

**NOTE: SEE NEXT PAGE FOR INSTRUCTIONS REGARDING COMPLETING THIS FORM.**

[**INSTRUCTIONS**:]{.underline}

Provide requested OODEP information in accordance with the following
instructions. In addition, the OODEP listing must be certified as being
accurate, current, and complete by an authorized official of the
organization \[i.e., a person authorized to represent and sign for the
organization as officially recorded by the organization (that is, in the
document which sets forth the terms and conditions for its operation and
management\--the bylaws, operating agreement, partnership agreement,
etc.)\] or any other employee, identified by name, of the organization,
if designated in writing by such an authorized official as having been
delegated authority to execute the Standard Form 328. On behalf of the
organization:

[Owners]{.underline}. The requested information on owners and
representatives or agents of stockholders is to be attached to the
organization\'s OODEP listing:

1\. [For privately-owned organizations:]{.underline}

> a\. Provide the following information for each person who directly or
> indirectly owns or has beneficial ownership of 5 percent or more of
> any class of the organization\'s securities or who has directly or
> indirectly subscribed 5 percent or more of the organization\'s total
> capital commitment:
>
> \(1\) If the beneficial owner holds a position as an OODEP in the
> organization and is identified on the OODEP listing, provide the
> individual\'s name with the class and number of shares of capital
> stock he/she owns of the organization\'s securities or the capital
> commitment he/she has subscribed.
>
> \(2\) If the beneficial owner does not hold a position as an OODEP in
> the organization and is not identified on the OODEP listing, provide
> the individual\'s name, address, and the class and number of shares of
> capital stock he/she owns of the organization\'s securities or the
> capital commitment he/she has subscribed. If known, information on the
> individual\'s citizenship should also be provided.
>
> b\. Provide the following information for each legal entity which
> directly or indirectly owns or has beneficial ownership of 5 percent
> or more of any class of the organization\'s securities or which has
> directly or indirectly subscribed 5 percent or more of the
> organization\'s total capital commitment:
>
> The legal name (i.e., as specified in charter) with the address of its
> principal executive offices and the class and number of shares of
> capital stock the entity owns of the organization\'s securities or the
> capital commitment the entity has subscribed. In addition, if the
> entity is controlled by another organization, the country of ultimate
> legal residence must be provided.
>
> c\. Provide the name of any representative(s) or agent(s) of any owner
> (person or entity), if any, who hold positions, such as Board member
> (or similar type of governing body), officers, executive personnel, or
> general partners in your organization. Also identify the owner which
> the individual is representing.

2\. [For publicly-traded organizations:]{.underline}

> a\. Provide the most recent copies of any Schedules 13D and/or 13G
> received from any beneficial owners (foreign or domestic) who hold 5
> percent or more of the organization\'s securities.
>
> b\. Provide the name of any representative(s) or agent(s) of any
> stockholder (person or entity), if any, who hold positions, such as
> Board member (or similar type of governing body), officers, executive
> personnel, or general partners in your organization. Also identity the
> stockholder which the individual is representing.

[Officers]{.underline}: Identify and provide requested information
(i.e., nAMES, titles, etc.) for all of the organization\'s officers on
the OODEP listing.

The definition of officers is: Those persons in positions established as
officers as officially recorded by the organization (that is, in the
document filed for the organization\'s existence and the document which
sets forth the terms and conditions for its operation and
management\--the articles of incorporation and bylaws; articles of
organization and operating agreement; certificate of limited or general
partnership and the partnership agreement; etc.). However, excluded from
this definition are: (a) assistant vice presidents who have no
management responsibilities related to performance on classified
contracts; (ii) assistant secretaries; and (iii) assistant treasurers.

[Directors]{.underline}: Identify and provide requested information
(i.e., nAMES, titles, etc.) for all of the organization\'s directors on
the OODEP listing, to include identification of the Chairman of the
Board and any Vice Chairman. If the organization has no Chairman of the
Board of Directors, identify the individual who performs those functions
at board meetings.

The definition of directors is: Members of the board or similar
governing body chosen to direct the affairs of a corporation or
institution.

[Executive Personnel]{.underline}: Identify and provide requested
information (i.e., nAMES, titles, etc.) for all of the organization\'s
executive personnel on the OODEP listing.

The definition of executive personnel is: Those individuals who perform
policy making functions for the organization, or any other person in
charge of a principal business unit, division, or function.

[Facility Security Officer]{.underline}: Identify and provide requested
information (i.e., name, title, etc.) for the organization\'s Facility
Security Officer.

The definition of a Facility Security Officer is: The individual at the
facility assigned the responsibility of administering the requirements
of the Safeguards and Security Program within the facility.

[Spouse of a sole proprietor]{.underline}: For those sole
proprietorships operating in community property states, identify and
provide requested information (i.e., all information required on the
OODEP listing) on a sole proprietor\'s spouse, if any. If there is no
spouse, so state.

[Vacant positions]{.underline}: If any OODEP position is vacant, so
state and include estimated date vacancy will be filled.

**Signature/Certification**

By signing below, the bidder/offeror certifies, under penalty of law,
that the representations and certifications are accurate, current, and
complete. The bidder/offeror further certifies that it will notify the
Contracting Officer of any changes to these representations and
certifications. The representations and certification made by the
bidder/offeror, as contained herein, concern matters within the
jurisdiction of an

agency of the United States and the making of a false, fictitious, or
fraudulent representation or certification may render the maker subject
to prosecution under Title 18, United States Code, Section 1001.

Signature of the Officer or Employee Responsible for the Bid/Offer Date
of Execution

Typed Name and Title of the Officer or Employee Responsible

for the Bid/Offer

Legal Name of Organization

Street Address

City, State, and Zip Code

Solicitation Award Number