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**Preparer Note (PN):**

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**REPRESENTATIONS AND CERTIFICATIONS**

**FOR LANS SOLICITATION/SUBCONTRACT NUMBER: [\*]{.mark}**

PN: Insert the solicitation or subcontract/purchase order number above.

(Award Value ≥ \$25,000)

These Representations and Certifications must be completed, signed and
returned with your offer, quotation, proposal or bid. [Failure to
complete, sign and return this form may be cause for Los Alamos National
Security, LLC, (LANS) to reject your offer.]{.underline} As used herein,
the term "subcontract" shall also mean "master/blanket agreement" and
"purchase order."

**COMPLETE ALL SECTIONS. IF A SECTION OR A PORTION OF A SECTION IS NOT
APPLICABLE, WRITE "N/A" ON THE LEFT SIDE OF THE SECTION OR PORTION
THEREOF.**

1.  **[OFFEROR INFORMATION]{.underline}**

> Company name:
>
> Company address:
>
> Remit to address:
>
> Telephone Number: Fax Number:
>
> Taxpayer Identification No.: (Employer Identification Number or Social
> Security Number)
>
> D-U-N-S Number:
>
> Authorized Negotiator (AN): AN Title:
>
> AN Telephone: AN Fax: AN Email:

2.  **[TYPE OF BUSINESS ORGANIZATION]{.underline}**

> Legal name of business organization, if different from company name:
>
> The Offeror represents that it operates as a: *(Check applicable
> category and provide additional information, if requested.)*
>
> sole proprietorship or individual
>
> partnership comprised of the following partners
>
> corporation incorporated under the laws of the State of
>
> limited liability company organized under the laws of the State of
>
> educational institution
>
> government entity
>
> federal
>
> state
>
> local
>
> international organization (per 22 U.S.C. 288-288f)
>
> nonprofit organization
>
> joint venture comprised of the following entities
>
> other *(Describe below.)*
>
> For purposes of the following representations, Northern New Mexico
> (NNM) includes the counties of Taos, Santa Fe, Rio Arriba, Sandoval,
> Mora, San Miguel, and Los Alamos, and the eight regional Pueblos of
> Nambe, Picuris, Pojoaque, San Ildefonso, San Juan (now known as Ohkay
> Owingeh), Santa Clara, Taos, and Tesuque.
>
> The Offeror represents that for the calendar year preceding the
> submission of its bid/offer: *(Check any and all that apply.)*
>
> It has been registered to do business in NNM.
>
> It has had an operative business location in NNM with a staff of three
> or more full time equivalent employees (of which 51% must reside in
> NNM).
>
> It has had a facility in NNM that can support the business activity
> contemplated by the statement of work (i.e., Subcontract Exhibit D,
> Scope of Work).

3.  **[SMALL BUSINESS PROGRAM REPRESENTATIONS]{.underline}** (FAR
    52.219-1, May 2004, Deviation) *(Applies to solicitations exceeding
    \$2,500 when the subcontract is to be performed in the United States
    or its outlying areas.)*

> \(a\) The following listed NAICS code and size standard are applicable
> solely for the Offeror's representation in paragraph (c) below:
>
> \(1\) The North American Industry Classification System (NAICS) code
> for this acquisition is [\*]{.mark}. PN: Insert appropriate NAICS code
> for this procurement. NAICS codes may be found at
> <http://www.census.gov/epcd/www/naics.html>.
>
> \(2\) The small business size standard is [\*]{.mark} PN: Insert
> appropriate small business size standard for this acquisition. The
> small business size standards matched to the North American Industry
> Classification System can be found at
> <http://www.sba.gov/idc/groups/public/documents/sba_homepage/serv_sstd_tablepdf.pdf>.
>
> \(3\) The small business size standard for a company which submits an
> offer in its own name, other than on a construction or service
> subcontract, but which proposes to furnish a product which it did not
> itself manufacture, is 500 employees.
>
> \(b\) ***Definitions.***
>
> \"*Small business concern*\" means a concern, including its
> affiliates, that is independently owned and operated, not dominant in
> the field of operation in which it is bidding on Government contracts,
> and qualified as a small business under the criteria in 13 CFR part
> 121 and the size standard listed above.
>
> An "*8(a) small business concern*" means a small business concern
> owned and operated by socially and economically disadvantaged
> individuals and eligible to receive federal contracts under the U.S.
> Small Business Administration's 8(a) Business Development Program and
> that appears on the List of Qualified 8(a) Small Business Concerns
> maintained by the U.S. Small Business Administration.
>
> "*Service-disabled veteran*" means a veteran, as defined in 38 U.S.C.
> 101(2), with a disability that is service-connected, as defined in 38
> U.S.C. 101(16).
>
> \"*Service-disabled veteran-owned small business concern*\" means a
> small business concern (i) not less than 51 percent of which is owned
> by one or more service-disabled veterans or, in the case of any
> publicly owned business, not less than 51 percent of the stock of
> which is owned by one or more service-disabled veterans; and (ii) the
> management and daily business operations of which are controlled by
> one or more service-disabled veterans or, in the case of a
> service-disabled veteran with permanent and severe disability, the
> spouse or permanent caregiver of such veteran.
>
> \"*Veteran-owned small business concern*\" means a small business
> concern (i) not less than 51 percent of which is owned by one or more
> veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any
> publicly owned business, not less than 51 percent of the stock of
> which is owned by one or more veterans; and (ii) the management and
> daily business operations of which are controlled by one or more
> veterans.
>
> \"*Women-owned small business concern*\" means a small business
> concern (i) that is at least 51 percent owned by one or more women;
> or, in the case of any publicly owned business, at least 51 percent of
> the stock of which is owned by one or more women; and (ii) whose
> management and daily business operations are controlled by one or more
> women.
>
> \(c\) ***Representations***. Based on the applicable small business
> size standard and the definitions stated above, the Offeror represents
> as part of its offer that: *(Check appropriate box.)*
>
> It is a small business concern.
>
> It is a large business concern.
>
> If the Offeror represents that it is a small business concern, the
> Offeror further represents that: *(Check all that apply.)*
>
> It is a women-owned small business concern.
>
> It is a veteran-owned small business concern.
>
> It is a service-disabled veteran-owned small business concern. PN:
> Confirm SDVOSB status prior to award through the SBA\'s Dynamic Small
> Business Search (DSBS) found at
> <http://dsbs.sba.gov/dsbs/search/dsp_dsbs.cfm>. It is the PS'
> responsibility per AP 3191 to confirm SDVOSB status by placing a copy
> of the DSBS listing showing SDVOSB status for the subcontractor in the
> file.
>
> It is a small disadvantaged business concern and appears on the List
> of Qualified Small Disadvantaged Business Concerns maintained by the
> U.S. Small Business Administration (SBA) and is based on the criteria
> established in 13 CFR 124.1002. PN: Confirm SDB status prior to award
> through the SBA\'s Dynamic Small Business Search (DSBS) found at
> <http://dsbs.sba.gov/dsbs/search/dsp_dsbs.cfm> or by contacting the
> SBA's Office of Small Disadvantaged Business Certification and
> Eligibility. It is the PS' responsibility per AP 3191 to confirm SDB
> status by placing a copy of the DSBS listing showing SDB status for
> the subcontractor in the file.
>
> It is an 8(a) small business concern and appears on the List of
> Qualified 8(a) Small Business Concerns maintained by the U.S. Small
> Business Administration (SBA) and is based on the criteria established
> in 13 CFR 124.101-112. PN: Confirm 8(a) status prior to award through
> the SBA\'s Dynamic Small Business Search (DSBS) found at
> <http://dsbs.sba.gov/dsbs/search/dsp_dsbs.cfm>. It is the PS'
> responsibility per AP 3191 to confirm 8(a) status by placing a copy of
> the DSBS listing showing 8(a) status for the subcontractor in the
> file.
>
> It is a HUBZone small business concern listed, on the date of this
> representation, on the List of Qualified HUBZone Small Business
> Concerns maintained by the SBA; and no material change in ownership
> and control, principal office, or HUBZone employee percentage has
> occurred since it was certified by the SBA in accordance with 13 CFR
> part 126. PN: Confirm HZSB status prior to award through the SBA\'s
> Dynamic Small Business Search (DSBS) found at
> <http://dsbs.sba.gov/dsbs/search/dsp_dsbs.cfm>. It is the PS'
> responsibility per AP 3191 to confirm HZSB status by placing a copy of
> the DSBS listing showing HZSB status for the subcontractor in the
> file.
>
> It is a joint venture that complies with the requirements of 13 CFR
> part 126; and the representation in the paragraph above is accurate
> for the HUBZone small business concern or concerns that are
> participating in the joint venture.
>
> *(The Offeror shall enter the name or names of the HUBZone small
> business concern or concerns that are participating in the joint
> venture. Furthermore, each HUBZone small business concern
> participating in the joint venture shall submit a separate signed copy
> of the HUBZone representation.)*
>
> \(d\) ***Notice***. Under 15 U.S.C. 645(d), any person who
> misrepresents a firm\'s status as a small, HUBZone small, small
> disadvantaged, or women-owned small business concern in order to
> obtain a contract or subcontract to be awarded under the preference
> programs established pursuant to section 8(a), 8(d), 9, or 15 of the
> Small Business Act or any other provision of Federal law that
> specifically references section 8(d) for a definition of program
> eligibility, shall:
>
> \(1\) Be punished by imposition of fine, imprisonment, or both;
>
> \(2\) Be subject to administrative remedies, including suspension and
> debarment; and
>
> \(3\) Be ineligible for participation in programs conducted under the
> authority of the Act.

4.  **[BUY AMERICAN ACT CERTIFICATE]{.underline}** (FAR 52.225-2 June
    2003 Deviation) *(Applies to the acquisition of supplies and the
    acquisition of services involving the furnishing of supplies greater
    than \$3,000.)* \[LANS Acquisition Practice 3251, Buy American
    Act.\]

> \(a\) The Offeror certifies that each end product, except those listed
> in paragraph (b) of this provision, is a domestic end product and that
> the 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. The terms "component," "domestic end product," "end
> product," "foreign end product," and "United States" are defined in
> Federal Acquisition Regulation (FAR) 52.225-1, *Buy American
> Act---Supplies*.
>
> \(b\) Foreign End Products: \[*List as necessary*.\] Line Item No.:
> Country of Origin:
>
> \(c\) LANS will evaluate offers in accordance with the policies and
> procedures of Part 25 of the FAR.

5.  **[PREVIOUS CONTRACTS AND COMPLIANCE REPORTS]{.underline}** (FAR
    52.222-22, Feb 1999) *(Applies when FAR 52.222-26, Equal
    Opportunity, is included in the solicitation.)* \[LANS Acquisition
    Practice 3223, Equal Employment Opportunity Requirements.\]

> The Offeror represents that: (Check appropriate responses.)
>
> \(a\) It has participated in a previous contract or subcontract
> subject to the *Equal Opportunity* clause of this solicitation.
>
> It has not participated in a previous contract or subcontract subject
> to the *Equal Opportunity* clause of this solicitation.
>
> \(b\) It has filed all required compliance reports.
>
> It has not filed all required compliance reports.
>
> \(c\) Representations indicating submission of required compliance
> reports signed by proposed subcontractors will be obtained before
> subcontract awards.

6.  **[AFFIRMATIVE ACTION COMPLIANCE]{.underline}** (FAR 52.222-25, Apr
    1984, Deviation) *(Applies to solicitations other than construction
    when FAR 52.222-26, Equal Opportunity, is included in the
    solicitation.)* \[LANS Acquisition Practice 3223, Equal Employment
    Opportunity Requirements.\]

> The Offeror represents that: *(Check appropriate responses.)*
>
> \(a\) It has developed and has 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).
>
> It 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.
>
> If the answer to (a) above is "It has not developed and does not have
> on file ...", the Offeror certifies as the applicable reason that:
> *(Check appropriate responses.)*
>
> it has less than fifty employees;
>
> it does not have a Federal Government prime contract or first-tier
> subcontract amounting to \$50,000 or more; or
>
> other: (E*xplain below.*)

7.  **[CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED
    DEBARMENT, AND OTHER RESPONSIBILITY MATTERS]{.underline}** (FAR
    52.209-5, Dec 2001, Deviation) *(Applies to solicitations expected
    to exceed \$25,000)* \[LANS Acquisition Practice 4092, Debarment,
    Suspension, and Ineligibility\]

> \(a\) (1) The Offeror certifies, to the best of its knowledge and
> belief, that: *(Check appropriate responses.)*
>
> \(i\) The Offeror and/or any of its Principals
>
> \(A\) Are presently debarred, suspended, proposed for debarment, or
> declared ineligible for the award of contracts by any Federal agency;
>
> Are [not]{.underline} presently debarred, suspended, proposed for
> debarment, or declared ineligible for the award of contracts by any
> Federal agency;
>
> \(B\) Have 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, tax evasion, or
> receiving stolen property;
>
> Have [not]{.underline} 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, tax evasion, or
> receiving stolen property; and
>
> \(C\) Are presently indicted for, or otherwise criminally or civilly
> charged by a governmental entity with commission of any of the
> offenses enumerated in subdivision (a)(1)(i)(B) of this provision.
>
> Are [not]{.underline} presently indicted for, or otherwise criminally
> or civilly charged by a governmental entity with commission of any of
> the offenses enumerated in subdivision (a)(1)(i)(B) of this provision.
>
> \(ii\) The Offeror has within a three-year period preceding this
> offer, had one or more contracts terminated for default by any Federal
> agency.
>
> The Offeror has [not]{.underline} within a three-year period preceding
> this offer, had one or more contracts terminated for default by any
> Federal agency.
>
> \(2\) \"Principals,\" for the purposes of this certification, means
> officers, directors, owners, partners, and persons having primary
> management or supervisory responsibilities within a business entity
> (e.g., general manager, plant manager, head of a subsidiary, division,
> or business segment, and similar positions).
>
> \(b\) The Offeror shall provide immediate written notice to the
> Procurement Specialist if, at any time prior to subcontract award, the
> Offeror learns that its certification was erroneous when submitted or
> has become erroneous by reason of changed circumstances.
>
> \(c\) A certification that any of the items in paragraph (a) of this
> provision exists will not necessarily result in withholding of an
> award under this solicitation. However, the certification will be
> considered in connection with a determination of the Offeror\'s
> responsibility. Failure of the Offeror to furnish a certification or
> provide such additional information as requested by the Procurement
> Specialist may render the Offeror nonresponsible.
>
> \(d\) Nothing contained in the foregoing shall be construed to require
> establishment of a system of records in order to render, in good
> faith, the certification required by paragraph (a) of this provision.
> The knowledge and information of an Offeror is not required to exceed
> that which is normally possessed by a prudent person in the ordinary
> course of business dealings.
>
> \(e\) The certification in paragraph (a) of this provision 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 LANS, the Procurement Specialist may terminate the
> subcontract resulting from this solicitation for default.

8.  **[PERSONAL CONFLICT OF INTEREST CERTIFICATION]{.underline}**
    *(Applies to solicitations =/\> \$25,000.)* \[LANS Acquisition
    Practice 1034, Personal Conflicts of Interest\]

> An affirmative response in the following certification will require
> LANS to evaluate your offer to determine whether a conflict of
> interest exists. A determination that a conflict of interest does
> exist may necessitate rejection of your offer. The fact that a LANS'
> employee, former employee, or near relative of an employee owns,
> controls, or has a significant financial interest in your organization
> will not, in and of itself, necessarily be cause for rejection of an
> offer.
>
> ***Definitions*:**

> *Employee*: Any person currently having an employee relationship with
> LANS or any member entity of LANS (i.e., Bechtel National, Inc., The
> Regents of the University of California, Washington Group
> International, Inc., and BWX Technologies, Inc.).
>
> *Near Relative*: The employee's spouse, parents, siblings, children,
> and adoptive relatives, step relatives, and relatives-in-law in any of
> the above relationships.
>
> *Control*: Having some right to direct or transfer property (even
> though there exists no actual title to the property, such as
> trusteeship, power of appointment, or contract) that could be the
> basis for influence upon the selection or decisions of an
> organization's management personnel.
>
> *Significant Financial Interest*: Owning or controlling more than ten
> percent of the organization.
>
> ***Certification:** (Check appropriate response.)*
>
> An Employee or a Near Relative does own, control, or have a
> Significant Financial Interest in the Offeror's organization. That
> Employee or Near Relative is identified below together with the LANS
> entity where that person is employed:
>
> An Employee or a Near Relative does [not]{.underline} own, control, or
> have a Significant Financial Interest in the Offeror's organization.

9.  **[CERTIFICATION REGARDING FORMER LANS OR UC
    EMPLOYEES]{.underline}** \[Exhibit A General Condition 59,
    Certification Regarding Former UC Or Contractor Employees (July
    2007)\]

\(a\) Effective June 1, 2006, individuals who retire under LANS' Defined
Benefit Pension Plan, who wish to begin a retirement benefit, are
required to have a true and complete severance from LANS with no prior
prearrangement for reemployment with LANS or any of LANS' affiliated
companies or subcontractors to do similar work. This can be documented
by completing a form at the time of termination stating that no
prearrangement for reemployment existed prior to the termination, and by
demonstrating a true and complete severance from LANS for at least one
year before working for any of LANS' affiliated companies or
subcontractors.

\(b\) Effective June 1, 2006, individuals who retire under LANS' TCP 2
401(k) Retirement plan, before attaining age 59 ½, are required to have
a true and complete severance from LANS with no prior prearrangement for
reemployment with LANS or any of LANS' affiliated companies or
subcontractors to do similar work. This can be documented by completing
a form at the time of termination stating that no prearrangement for
reemployment existed prior to the termination, and by demonstrating a
true and complete severance from LANS for at least one year before
working for any of LANS' affiliated companies or subcontractors.
Individuals who retire under LANS' TCP 2 401(k) Retirement plan after
age 59 ½ can be immediately reemployed.

\(c\) An individual who retired under the University of California
Retirement Plan (UCRP) or the Public Employees Retirement System (PERS)
may be immediately reemployed by any of LANS' affiliated companies or
subcontractors, unless that individual also retired under one of LANS'
retirement plans in which case such individual must also comply with
paragraph (a) or (b) above.

\(d\) Any former employee of LANS or of the University of California
(UC) who was terminated for cause or who resigned in lieu of termination
for cause is prohibited from returning to work at Los Alamos National
Laboratory (LANL) for a period of seven (7) years, unless there is a
compelling reason to allow such individual to return to LANL sooner.
Offeror and its lower tier subcontractors may not employ any former
employee of LANS or of UC, who was terminated for cause or who resigned
in lieu of termination for cause, for any on-site work at LANL or for
any work under this subcontract in which such former employee may have
any direct or indirect substantive contact with a current LANS employee,
unless approved by LANS in writing prior to commencement of work by
Offeror.

\(e\) In order to assure compliance with paragraphs (a) through (d),
Offeror shall, with respect to its employees who will be assigned to
work under this subcontract and those of its lower tier subcontractors'
employees who will be assigned to work under this subcontract, certify
that all individuals who will be assigned to work under this subcontract
are in compliance with the requirement of paragraphs (a) through (d) of
this clause.

\(f\) In making this certification Offeror and its lower tier
subcontractors may rely on information provided by applicants for
employment or current employees, so long as Offeror and its lower tier
subcontractors have exercised due diligence and have, at a minimum,
obtained the following information from each applicant or employee:

> \(1\) Whether the applicant or employee was a former UC or LANS
> employee, and if so, the date of separation;
>
> \(2\) Whether the separation was the result of retirement, termination
> for cause, or resignation in lieu of termination for cause;
>
> \(3\) Whether the applicant or employee is a member of LANS' Defined
> Benefit Pension Plan or LANS' TCP 2, 401(k) Plan; and
>
> \(4\) Confirmation that, if the applicant or employee retired under
> one of LANS' retirement plans, to the extent described above, the
> applicant had no prior prearrangement for reemployment by Offeror or
> one of its lower tier subcontractors prior to termination.
>
> ***Certification:*** *(Check appropriate response and provide
> additional information if necessary.)*
>
> Offeror certifies that all individuals who will be assigned to work
> under this subcontract are in compliance with the requirement of
> paragraphs (a) through (d) of this section.
>
> Offeror states that one or more individuals who will be assigned to
> work under this subcontract are [not]{.underline} in compliance with
> the requirement of paragraphs (a) through (d) of this section. The
> name of such individual(s) is/are:

10. **[CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE
    CERTAIN FEDERAL TRANSACTIONS]{.underline}** (FAR 52.203-11, Sep
    2005, Deviation) *(Applies to solicitations expected to exceed
    \$100,000.)* \[Prime Contract clause I-9, FAR 52.203-12 Limitation
    on Payments to Influence Certain Federal Transactions (Jun 2003).\]

> \(a\) The definitions and prohibitions contained in the clause, at FAR
> 52.203-12, *Limitation on Payments to Influence Certain Federal
> Transactions*, are hereby incorporated by reference in paragraph (b)
> of this certification.
>
> \(b\) The Offeror, by signing these Representations and
> Certifications, 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 this subcontract;
>
> \(2\) If any funds other than Federal appropriated funds (including
> profit or fee received under a covered Federal transaction) 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 this solicitation,
> the Offeror shall complete and submit, with its offer, OMB standard
> form LLL, Disclosure of Lobbying Activities, to the Procurement
> Specialist; 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 the resultant subcontract,
> 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.

11. **[ORGANIZATIONAL CONFLICT OF INTEREST REPRESENTATION OR
    DISCLOSURE]{.underline}** *(Applies to solicitations for advisory
    and assistance services exceeding \$100,000.)* \[LANS Acquisition
    Practice 1900, Organizational Conflict of Interest, and Prime
    Contract clause I-69, DEAR 952.209-72 Organizational Conflicts of
    Interest (Jun 1997) -- Alt I).\]

> It is the policy of Los Alamos National Security, LLC. (LANS) and
> DOE/NNSA to identify and avoid Organizational Conflicts of Interest
> (OCIs) -- that is, situations which place an Offeror in a position
> where its judgment may be biased due to any past, present, or
> currently planned interest, financial or otherwise, that the Offeror
> may have which relates to the work to be performed pursuant to this
> solicitation or where the Offeror's performance of such work may
> provide it with an unfair competitive advantage.
>
> **Definition:**
>
> "*Advisory and assistance services*" means those services provided
> under contract by nongovernmental sources to support or improve:
> organizational policy development; decision-making; management and
> administration; program and/or project management and administration;
> or R&D activities. It can also mean the furnishing of professional
> advice or assistance rendered to improve the effectiveness of Federal
> management processes or procedures (including those of an engineering
> and technical nature). In rendering the foregoing services, outputs
> may take the form of information, advice, opinions, alternatives,
> analyses, evaluations, recommendations, training and the day-to-day
> aid of support personnel needed for the successful performance of
> ongoing Federal operations. All advisory and assistance services are
> classified in one of the following definitional subdivisions:
>
> \(1\) Management and professional support services, i.e., contractual
> services that provide assistance, advice or training for the efficient
> and effective management and operation of organizations, activities
> (including management and support services for R&D activities), or
> systems. These services are normally closely related to the basic
> responsibilities and mission of the agency originating the requirement
> for the acquisition of services by contract. Included are efforts that
> support or contribute to improved organization of program management,
> logistics management, project monitoring and reporting, data
> collection, budgeting, accounting, performance auditing, and
> administrative technical support for conferences and training
> programs.
>
> \(2\) Studies, analyses and evaluations, i.e., contracted services
> that provide organized, analytical assessments/evaluations in support
> of policy development, decision-making, management, or administration.
> Included are studies in support of R&D activities. Also included are
> acquisitions of models, methodologies, and related software supporting
> studies, analyses or evaluations.
>
> \(3\) Engineering and technical services, i.e., contractual services
> used to support the program office during the acquisition cycle by
> providing such services as systems engineering and technical direction
> (see FAR 9.505-1(b)) to ensure the effective operation and maintenance
> of a weapon system or major system as defined in OMB Circular No.
> A-109 or to provide direct support of a weapon system that is
> essential to research, development, production, operation or
> maintenance of the system.
>
> **Disclosure:**
>
> The Offeror shall provide a statement which describes, in a concise
> manner, all relevant facts concerning any past, present, or currently
> planned interest (financial, contractual, organizational, or
> otherwise) relating to the work described in this solicitation, as
> required by Public Law 95-39 and Public Law 95-70. If there are
> relevant facts to be disclosed, the Offeror must complete the
> Disclosure and provide all relevant facts on separate sheets to be
> included with this form.
>
> The Offeror may, because of possible OCIs, propose to exclude specific
> kinds of work, unless the solicitation specifically prohibits such
> exclusion. Any such proposed exclusion by an Offeror shall be
> considered by LANS in the evaluation of proposals; and if LANS
> considers the proposed excluded work to be an essential or integral
> part of the required work, the proposal may be rejected as
> unacceptable.
>
> The Offeror may also provide information that shows how its
> organizational structure and/or management systems limit possible OCIs
> relating to affiliates or other divisions of the Offeror and how that
> structure or system would avoid an OCI.
>
> The Offeror shall submit the same information as required herein, for
> its consultants and subcontractors, which will perform work similar to
> that to be performed by the Offeror.
>
> The Offeror shall submit the same information as required herein for
> each of its chief executives and directors, and those of its
> consultants and subcontractors performing similar services, who will
> be directly involved in the actual performance of the subcontract.
>
> The Offeror shall promptly provide to LANS; any changes or additions
> in its relevant facts that occur between the submission of its
> proposal and the award of the subcontract or the time that the Offeror
> is notified that it is no longer under consideration for award.
>
> **Representation:**
>
> In the absence of any relevant facts, the Offeror shall complete the
> Representation certifying that to the best of his or her knowledge and
> belief, no such facts exist. Also, a completed Representation must be
> provided by the Offeror for each of its consultants and subcontractors
> who will perform work similar to that to be performed by the Offeror
> and for each of its chief executives and directors, and those of its
> consultants and subcontractors performing similar services, who will
> be directly involved in performance of the subcontract.
>
> **LANS and DOE/NNSA:**
>
> No award shall be made until the Representation or Disclosure has been
> evaluated by LANS and/or the customer (DOE/NNSA). LANS and/or the
> customer will review the Representation or Disclosure and may require
> additional information from the Offeror. All information received from
> the Offeror and any other relevant information known to LANS or
> DOE/NNSA will be used to determine whether an award to the Offeror may
> create an OCI with respect to the Offeror (1) being able to render
> impartial, technically sound, and/or objective assistance or advice;
> or (2) being given an unfair competitive advantage. If an OCI is found
> to exist, LANS, at its sole discretion, may (1) impose appropriate
> conditions which avoid or mitigate such conflict; (2) disqualify the
> Offeror; or (3) determine that it is otherwise in the best interest of
> the government or customer to contract with the Offeror in face of an
> OCI.
>
> **Disqualification or Termination:**
>
> The refusal to provide the Representation or Disclosure, and any
> additional information which is requested, shall result in
> disqualification of the Offeror for award. The nondisclosure or
> misrepresentation of any relevant facts may also result in the
> disqualification of the Offeror for award. If such nondisclosure or
> misrepresentation is discovered after award, the resulting subcontract
> may be terminated for default. The Offeror may also be disqualified
> from subsequent, related LANS subcontracts and be subject to other
> remedial action as permitted or provided by law or in the resulting
> subcontract. The attention of the Offeror in complying with this
> provision is directed to 18 U.S.C. 1001.
>
> **10K Report:**
>
> If the Offeror has previously submitted a "Securities and Exchange
> Commission Form 10K" to the Government agency, it shall include a copy
> of the Form 10K and all attachments as part of its proposal.
>
> (*Either the Representation or the Disclosure section must be checked,
> but not both.*)
>
> **REPRESENTATION**
>
> I hereby certify that, as a representative of my organization, to the
> best of my knowledge and belief, no facts exist concerning any past,
> present, or currently planned interests or activities (financial,
> contractual, organizational, or otherwise) which relate to the
> proposed work and bear on whether the organization has a possible
> conflict of interest with respect to (1) being able to render
> impartial, technically sound, and/or objective assistance or advice;
> or (2) being given an unfair competitive advantage.
>
> **DISCLOSURE**
>
> 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 is
> submitted herewith.

12. **[COMPLIANCE WITH VETERANS' EMPLOYMENT REPORTING
    REQUIREMENTS]{.underline}** (FAR 55.222-38, Dec 2001) *(Applies to
    solicitations exceeding \$100,000 that are not for acquisition of
    commercial items.)* \[LANS Acquisition Practice 3223.\]

> By signing these Representations and Certifications, the Offeror
> represents that, if it is subject to the reporting requirements of 38
> U.S.C. 4212(d) (i.e., if it has any contract containing Federal
> Acquisition Regulation clause 52.222-37, *Employment Reports on
> Special Disabled Veterans, Veterans of the Vietnam Era, and Other
> Eligible Veterans)*, it has submitted the most recent VETS-100 Report
> required by that clause.

13. **[SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING
    CERTIFICATION]{.underline}** (A*pplies to all subcontracts expected
    to exceed \$500,000 and construction subcontracts expected to exceed
    \$1,000,000.*) \[LANS Prime Contract clause I-22, FAR 52.219-9 Small
    Business Subcontracting Plan (Jan 2002).\]

> The Offeror certifies that the following conditions exist in
> determining whether the Offeror is required to submit a plan for
> subcontracting with small business and small disadvantaged business
> concerns.
>
> A. The Offeror is exempt from the requirements of a subcontracting
> plan for the following reason(s): *(Check all reasons that apply.)*
>
> (i) The Offeror is a small business as defined in 15 U.S.C. 632,
> Small-business concern.
>
> (ii) Subcontracting possibilities are not offered in this subcontract.
> *(Further explanation is required including the specifics of the
> Scope/Statement Of Work.)*
>
> Explanation:
>
> (iii) The subcontract, and all lower-tier subcontracts under it, will
> be performed entirely outside of the United States, its territories
> and possessions, the District of Columbia, and the Commonwealth of
> Puerto Rico and is, therefore, not covered.
>
> (iv) The subcontract is for personal services and is, therefore, not
> covered. *(Further explanation is required including the specific
> reasons this statement is true.)*
>
> Explanation:
>
> B. The Offeror is required to submit and obtain approval of a Small
> Business and Small Disadvantaged Business Subcontracting Plan before
> subcontract award. See Form 3194.00.0993, *Small Business
> Subcontracting Plan,* at
> <http://www.lanl.gov/orgs/sup/procurement/php/supplier_forms.php>.
>
> Offeror acknowledges that it will include the *Utilization of Small
> Business Concerns and Small Disadvantaged Business Concerns* clause
> (i.e., FAR 52.219-8) in all subcontracts that offer subcontracting
> opportunities, and that the Offeror will require all subcontractors,
> except small business concerns, that receive subcontracts in excess of
> \$500,000 (\$1,000,000 for construction subcontracts) to adopt a plan
> similar to the plan required by the *Small Business Subcontracting
> Plan* clause (i.e., FAR 52.219-9) of this subcontract.
>
> The Offeror understands that:
>
> 1\) No subcontract will be awarded unless and until an acceptable
> subcontracting plan, if required, is negotiated with LANS and the
> approved plan is incorporated as a material part of the subcontract;
>
> 2\) As determined by LANS, an acceptable subcontracting plan must
> provide the maximum practicable opportunity for small business and
> small disadvantaged business concerns to participate in the
> performance of the subcontract;
>
> 3\) If an acceptable subcontracting plan is not negotiated with LANS
> within the time limits prescribe, the Offeror shall be ineligible for
> an award. LANS shall notify the Offeror in writing of the reasons for
> determining a subcontracting plan to be unacceptable and allow
> adequate time for the Offeror to modify its plan;
>
> 4\) Commercial subcontracting plans on a company-wide basis must have
> a current Federal agency approval and are acceptable for commercial
> products only; and
>
> 5\) Master subcontracting plans on a division- or plant-wide basis
> must contain individual subcontracting goals for the particular
> subcontract.

14. **[REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER
    SOFTWARE]{.underline}** (FAR 52.227-15, May 1999, Deviation)
    *(Applies when FAR 52.227-14, Rights in Data -General, is included
    in the solicitation (i.e., when technical data or computer software
    is expected to be produced or delivered).)*

> \(a\) The solicitation sets forth the work to be performed if a
> subcontract award results, and LANS known delivery requirements for
> data (as defined in DEAR 927-409). Any resulting subcontract may also
> provide LANS the option to order additional data under the *Additional
> Data Requirements* clause at 52.227-16 of the FAR, if included in the
> subcontract. Any data delivered under the resulting subcontract will
> be subject to the *Rights in Data-General* clause (i.e., FAR
> 52.227-14) that is to be included in this subcontract. Under the
> latter clause, a subcontractor may withhold from delivery data that
> qualify as limited rights data or restricted computer software, and
> deliver form, fit, and function data in lieu thereof. The latter
> clause also may be used with its Alternates II and/or III to obtain
> delivery of limited rights data or restricted computer software,
> marked with limited rights or restricted rights notices, as
> appropriate. In addition, use of Alternate V with this latter clause
> provides LANS the right to inspect such data at the subcontractor's
> facility.

> \(b\) The Offeror shall complete the representation in paragraph (c)
> of this provision to either state that none of the data qualify as
> limited rights data or restricted computer software, or identify, to
> the extent feasible, which of the data qualifies as limited rights
> data or restricted computer software. Any identification of limited
> rights data or restricted computer software in the Offeror\'s response
> is not determinative of the status of such data should a subcontract
> be awarded to the Offeror.
>
> \(c\) The Offeror has reviewed the requirements for the delivery of
> data, including computer software, and states: (C*heck appropriate
> response.)*
>
> None of the data proposed for fulfilling such requirements qualifies
> as limited rights data or restricted computer software.
>
> Data proposed for fulfilling such requirements qualify as limited
> rights data or restricted computer software and are identified as
> follows:

> **Note:** The terms "computer software", "data", "form, fit, and
> function data", "limited rights data", and "restricted computer
> software" are defined in DEAR 927.409 as follows:
>
> *Computer software* means (i) computer programs which are data
> comprising a series of instructions, rules, routines, or statements,
> regardless of the media in which recorded, that allow or cause a
> computer to perform a specific operation or series of operations and
> (ii) data comprising source code listings, design details, algorithms,
> processes, flow charts, formulae, and related material that would
> enable the computer program to be produced, created, or compiled. The
> term does not include computer data bases.
>
> *Data* means recorded information, regardless of form or the media on
> which it may be recorded. The term includes technical data and
> computer software. For the purposes of this clause, the term does not
> include data incidental to the administration of this contract, such
> as financial, administrative, cost and pricing, or management
> information.
>
> *Form, fit, and function data* means data relating to items,
> components, or processes that are sufficient to enable physical and
> functional interchangeability, as well as data identifying source,
> size, configuration, mating, and attachment characteristics,
> functional characteristics, and performance requirements; except that
> for computer software it means data identifying source, functional
> characteristics, and performance requirements but specifically
> excludes the source code, algorithm, process, formulae, and flow
> charts of the software.
>
> *Limited rights data* means data, other than computer software,
> developed at private expense that embody trade secrets or are
> commercial or financial and confidential or privileged. The
> Government\'s rights to use, duplicate, or disclose limited rights
> data are as set forth in the Limited Rights Notice of subparagraph
> (g)(2) of this section if included in this clause.
>
> *Restricted computer software* means computer software developed at
> private expense and that is a trade secret; is commercial or financial
> and is confidential or privileged; or is published copyrighted
> computer software, including minor modifications of any such computer
> software. The Government\'s rights to use, duplicate, or disclose
> restricted computer software are as set forth in the Restricted Rights
> Notice of subparagraph (g)(3) of this section if included in this
> clause.

15. **CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING** (FAR
    52.223-13, Aug 2003, Deviation) *Applies in competitive subcontracts
    expected to exceed \$100,000 including all options, except for
    acquisitions of commercial items as defined in FAR Part 2.101.*
    \[LANS Prime Contract clause I-39, FAR 52.223-14 Toxic Chemical
    Release Reporting (Aug 2003)\]

> \(a\) Executive Order 13148, of April 21, 2000, Greening the
> Government through Leadership in Environmental Management, requires
> submission of this certification as a prerequisite for subcontract
> award.
>
> \(b\) By signing this offer, the Offeror certifies that---
>
> \(1\) As the owner or operator of facilities that will be used in the
> performance of this subcontract that 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](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+250+1286++(42)  AND ((42) ADJ USC)%3ACITE         ))
> and section 6607 of the Pollution Prevention Act of 1990 (PPA) ([42
> U.S.C.
> 13106](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+250+1286++(42)  AND ((42) ADJ USC)%3ACITE         )),
> the Offeror will file and continue to file for such facilities for the
> life of the subcontract the Toxic Chemical Release Inventory Form
> (Form R) as described in sections 313(a) and (g) of EPCRA and section
> 6607 of PPA; or
>
> \(2\) None of its owned or operated facilities to be used in the
> performance of this subcontract is subject to the Form R filing and
> reporting requirements because each such facility is exempt for at
> least one of the following reasons: \[*Check each block that is
> applicable*.\]
>
> (i) The facility does not manufacture, process, or otherwise use any
> toxic chemicals listed in 40 CFR 372.65;
>
> (ii) 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)](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+250+1286++(42)  AND ((42) ADJ USC)%3ACITE         );
>
> (iii) The facility does not meet the reporting thresholds of toxic
> chemicals established under section 313(f) of EPCRA, [42 U.S.C.
> 11023(f)](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+250+1286++(42)  AND ((42) ADJ USC)%3ACITE         )
> (including the alternate thresholds at 40 CFR 372.27, provided an
> appropriate certification form has been filed with EPA);
>
> (iv) The facility does not fall within the following Standard
> Industrial Classification (SIC) codes or their corresponding North
> American Industry Classification System sectors:
>
> \(A\) Major group code 10 (except 1011, 1081, and 1094).
>
> \(B\) Major group code 12 (except 1241).
>
> \(C\) Major group codes 20 through 39.
>
> \(D\) Industry code 4911, 4931, or 4939 (limited to facilities that
> combust coal and/or oil for the purpose of generating power for
> distribution in commerce).
>
> \(E\) Industry code 4953 (limited to facilities regulated under the
> Resource Conservation and Recovery Act, Subtitle C ([42 U.S.C.
> 6921](http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t41t42+250+1286++(42)  AND ((42) ADJ USC)%3ACITE         ),
> *et seq*.), or 5169, or 5171, or 7389 (limited to facilities primarily
> engaged in solvent recovery services on a contract or fee basis); or
>
> (v) The facility is not located in the United States or its outlying
> areas.

16. **[SIGNATURE / CERTIFICATION]{.underline}**

> By signing below, the Offeror certifies, under penalty of law, that
> these representations and certifications are accurate, current, and
> complete. The Offeror further certifies that it will notify LANS
> (i.e., the Procurement Specialist) of any changes to these
> representations and certifications. The representations and
> certifications made by the Offeror, as contained herein, concern
> matters within the jurisdiction of an agency of the United States and
> 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 this submittal
>
> Typed Name and Title of the Officer or Employee
>
> Date