CODIS_Acq_SME_Security_Requirements.pdf

DJF-14-1200-R-0000034

Security Requirements

08/05/2014

Clauses for Contracts Involving Access to Classified Information

The Government intends to secure services or equipment from firms which are not deemed to be an acquisition risk. The Government reserves the right to contract with such Offerors under appropriate arrangements, when it determines that such contract will be in the best interest of the Government.

Accordingly, all Offerors responding to this proposal or initiating performance of a contract are required to answer the acquisition risk questions located in Section K. All answers are to be reflective of the parent and subsidiary levels of an organization. Offerors are also required to request, collect, and forward to the Government answers to these acquisition risk questions from all subcontractors undertaking classified work under the Offeror's direction and control. Offerors are responsible for the thoroughness and completeness of each subcontractor's submission. Responses should specify, where necessary, the identity, nature, degree, and impact of any Foreign Ownership, Control, or Influence (FOCI) on their organization or activities, or the organization or activities of a subcontractor. Additionally, a Key

Management Personnel Listing (KMPL) must be submitted for each entity for which acquisition risk information is required. The KMPL must identify senior management by full legal name, position, social security number, date/place of birth, and citizenship status.

The Offeror shall, in any case in which it believes that foreign influence exists or is being sought over its affairs, or the affairs of any subcontractor, promptly notify the Contracting Officer's Security

Representative of all pertinent facts.

The Selected Offeror shall promptly disclose to the Contracting Officer's Security Representative any information pertaining to any interest of a FOCI nature in the Selected Offeror or subcontractor that has developed at any time during the Selected Offeror's duration or has subsequently come to the Selected

Offeror's attention. Written notification to the Contracting Officer is required of the Selected Offeror or any subcontractor whenever there is a change in response to any of the acquisition risk questions.

The Offeror is responsible for initiating the submission of the required risk acquisition information and

KMPL for all subcontractors undertaking classified work during the entire period of performance of the contract. Failure to comply shall be cause for default under the Default Clause of this contract.

In Section K, Offerors shall complete the Acquisition Risk Questions and Key Management Personnel

Listing (KMPL) for the prime contractor and all proposed subcontractors. Provision of false information shall be cause for default under the Default Clause of this contract.

The information in Section K regarding Key Management Personnel, which may identify U.S. persons, is being requested pursuant to the National Security Act of 1947, as amended, and Director of Central

Intelligence Directive 7/6, Community Acquisition Risk Center, or superseding Acts or Directives. The

FBI will use this information to conduct the acquisition risk determination and may share the information internally and externally with members of the Intelligence Community and other U.S. Government entities, if necessary, consistent with appropriate routine uses for its Central Records System (CRS), Justice/FBI-002, last published in full in the Federal Register on February 20, 1998 (63 Fed. Reg. 8671), or any updates thereto. In the absence of proof of death of any of the Key Management Personnel, their consent, or an overriding public interest, the information will not otherwise be disseminated except pursuant to the routine uses for the CRS.

The Government reserves the right to prohibit individuals who are not U.S. citizens from all or certain aspects of the work to be performed under this Contract.

Foreign Ownership, Control, or Influence (FOCI) - For purposes of this clause, a U.S. company is considered under FOCI whenever a foreign interest has the power, direct or indirect, and whether or not

08/05/2014 exercisable through the ownership of the U.S. company's securities, by contractual arrangements or other means, to direct or decide matters affecting the management or operations of that company.

Changed conditions, such as change in ownership, indebtedness, or the foreign intelligence threat, may justify certain adjustments to the security terms under which a company is operating, or, alternatively, that different acquisition risk mitigation measures be employed. If a changed condition is of sufficient significance, it might also result in a determination that a company is no longer considered to be an acquisition risk. There is a continuing obligation of the Selected Offeror to advise the Government of such changed conditions. Failure to abide by this obligation shall be cause for default under the Default

Clause of this contract.

Factors: The following factors will be used as the basis for making an acquisition risk determination. If the Offeror, or its proposed subcontractors, meet any of the following factors, they must identify themselves as a potential FOCI company and submit themselves for a Government acquisition risk evaluation and assessment:

(1) Ownership or beneficial ownership, direct or indirect, of 5 percent or more of the Offeror's company's voting securities by a foreign person.

(2) Ownership or beneficial ownership, direct or indirect, of 25 percent or more of any class of the

Offeror's company's non- voting securities by a foreign person.

(3) Management positions, such as directors, officers, or executive personnel of the Offeror's company held by non-U.S. citizens.

(4) Foreign person power, direct or indirect, to control the election, appointment, or tenure of directors, officers, or executive personnel of the Offeror's company or other decisions or activities of the Offeror's company.

(5) Contracts, agreements, understandings, or arrangements between the Offeror's company and a foreign person.

(6) Loan arrangements between the Offeror's company and a foreign person if the Offeror's company's

(the borrower) overall debt to equity ratio is 40:60 or greater; or financial obligations that are subject to the ability of a foreign person to demand repayment.

(7) Annual total revenues or net income in excess of 5 percent from a single foreign person or in excess of 30 percent from foreign persons in the aggregate.

(8) Ten percent or more of any class of the Offeror's voting securities held in "nominee shares", in "street names", or in some other method that does not disclose the beneficial ownership of equitable title.

(9) Interlocking directors with foreign persons and any officer or management official of the Offeror's company who is also employed by a foreign person.

(10) Any other factor that indicates or demonstrates a capability on the part of foreign persons to control or influence the operations or management of the Offeror's company.

(11) Ownership of 10 percent or more of any foreign interest.

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Every effort must be made to ensure that supplies are provided and integrated and services are performed using sound security components, practices, and procedures. Acquisition of supplies or services from concerns under Foreign Ownership, Control, or Influence (FOCI) or of supplies developed, manufactured, maintained, or modified by concerns under FOCI (any or all of which shall be referred to herein as "Use of FOCI source") is of serious concern and must be approved prior to contract award and evaluated during contract performance. Approval decisions will be made on a case by case basis after the source or technology has been identified by the Offeror and subjected to a risk assessment.

Any Offeror responding to this Request for Proposal (RFP), Request for Quotation (RFQ), or Sealed Bid acknowledges the Government's requirements to secure services or equipment from firms which are not an acquisition risk; are not under Foreign Ownership, Control, or Influence (FOCI); or where any FOCI, in the opinion of the Government, adversely impacts on National Security or security requirements. The

Offeror understands and agrees that the Government retains the right to reject any response to this RFP, RFQ, or Sealed Bid made by the Offeror, without any further recourse by or explanation to the Offeror, if the acquisition risk for that Offeror is determined by the Government to be an unacceptable security risk.

The risk assessment process will vary depending on the acquisition type and proposed use of a FOCI source, available risk mitigation measures, and the information/justification provided by the Offeror.

Risk assessments will be on a case by case basis and will be used to determine whether the use of a FOCI source poses an unacceptable security risk. If an unacceptable security risk is determined, the

Government retains the right to reject the use of a FOCI source or to require that certain risk mitigation measures be taken by the contractor. Similarly, the Government retains the unilateral right to approve the use of a FOCI source when the risk assessment indicates that such use would be in the Governments' best interests. If the use of a FOCI source is not approved, no classified information will be disclosed to the

Offeror as part of the Government's rationale for non approval. The Offeror (prime and subs) may not seek reimbursement from the Government for any costs associated with responding to this RFP, RFQ, or

Sealed Bid, as a result of a FOCI non-approval decision.

Access to Federal Bureau of Investigation (FBI) Locations

Performance under this contract may require access to FBI locations to provide some service, product, or perform some other official function of interest to the FBI. Requirements, as identified below, to include approval by the FBI's Security Division, must be satisfied prior to access.

Contractors who will require escorted access, to include short-term, intermittent, or infrequent access, to an FBI facility must complete an "Access of Non-FBI Personnel to FBI Facilities, Background Data

Information Form," (FD 816), a "Privacy Act of 1974 Acknowledgment Form" (FD 484) and two

Fingerprint Cards (FD 258). Completed forms should be provided to the assigned Contracting

Officer's Technical Representative (COTR) at least 10 days prior to required access.

Individuals requiring unescorted access to an FBI facility must complete the Standard Form 86 (SF-86), Questionnaire for National Security Positions, using the Office of Personnel Management’s Electronic

Questionnaires for Investigations Processing (e-QIP) and provide two Fingerprint Cards (FD 258). e-QIP is a secure website that can be accessed from any computer system which has an Internet connection.

Only the signed release forms and FD 258 will need to be mailed to the identified Chief Security Officer, the SF-86 itself will be transmitted to the FBI electronically.

To complete the SF-86 using e-QIP, the individual requiring unescorted access to the FBI facility must contact (insert Chief Security Officer, Division, and telephone number) in order to be initiated into e-QIP.

Once this action has been accomplished, the individual should be able to access e-QIP at the following

08/05/2014 link in order to initiate and complete the electronic process: http://www.opm.gov/e-qip/browser-check.asp. Thoroughly read and follow the instructions for completing the SF-86. NOTE: To fully address suitability/security issues, the FBI requires individuals to provide responses to questions on the SF-86 for the last ten years. Failure to complete the application as instructed may lead to significant delays in processing the required investigation and approval for unescorted access.

Upon logging onto e-QIP, there will be a prompt to answer three “Golden” security questions to establish the user account. After completing the electronic SF-86, please print and sign the (1) Certification

Form (CER) - Certify Completeness and Accuracy of your Investigation Request; (2) Medical Release

Form (MEL) - Authorization for Release of Medical Information; and (3) Release Form (REL) -

Authorization for Release of Information. In addition to these SF 86 release forms, the completion of a

Non-Personnel Consent to Release Information (FD-979a), the United States Department of Justice

Disclosure and Authorization Pertaining to Consumer Reports (DOJ 555) are required. Annotation of the assigned e-QIP Investigation Request Number on the upper right corner of each document transmitted to the identified Chief Security Officer is required for coordination with the electronic transmission and to facilitate the investigative process. The e-QIP Investigation Request Number, automatically generated by e-QIP, is located on both the header and footer of the signature forms. These release forms (five total) and FD 258 should be mailed via Federal Express or UPS Express mail directly to the following address: (insert name and address of Chief Security Officer). The use of regular U.S.

mail channels may cause significant delays in processing the unescorted access request.

Upon completion of processing the facility access request, the individual will be required to execute a non-disclosure agreement suitable for their approved access.

Consent for Warrantless Searches of Department of Justice Workplaces

All cleared personnel accessing information within FBI controlled space are required to execute an FBI

Form FD 1001 Consent for Warrantless Searches of Department of Justice (DOJ) Workplaces as a condition of working at FBI facilities. The FBI's Director implemented the Attorney General's policy subjecting employees to warrantless physical searches of their offices or immediate workplaces within

DOJ premises when authorized by the Attorney General (AG) or the Deputy Attorney General (DAG) based upon a determination that information the Department deems credible indicates that the employee:

1) is, or may be, disclosing classified information in an unauthorized manner;

2) has incurred excessive indebtedness or has acquired a level of affluence that can not be reasonably explained by other information;

3) had the capability and opportunity to disclose classified information that is believed to have been lost or compromised to a foreign power or an agent of a foreign power; or

4) has repeatedly or significantly mishandled or improperly stored classified information.

The search may extend to the entire office or workplace and anything within it that might hold classified information, including locked containers (such as briefcases) and electronic storage media (such as computer disk and handheld computers), whether owned by the government, by the employee, or by a third party. The search may be conducted by appropriate FBI personnel and/or law enforcement officers, on an announced or unannounced basis, during the workday or after hours. If discovered during a search, evidence of misconduct - whether related to storage or classified information, storage of sensitive but unclassified information, or a crime - will be collected and reported to appropriate authorities.

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Contractor personnel who will meet the above criteria will be required to sign Form FD 1001 Consent for

Warrantless Searches of Department of Justice (DOJ) Workplaces (attached) upon award and forward the executed form(s) to the assigned Contracting Officer's Technical Representative designated in Section G of the solicitation if this is a formal solicitation or listed below. All forms will be retained by the FBI during the period the individual is providing services and two years after that individual's departure before final disposition is taken.

Contractor Personnel Security Reporting Requirements

Background: The administrative control and maintenance of accurate records of contractor personnel has been identified by both the IC and FBI Executive Management as a matter of concern. With the continuous dependency on contractors to support the FBI, to include access to FBI facilities and information, if a procurement is expected to result in the acquisition of services involving the assignment of contractor personnel to FBI locations, access to protected information and/or information systems, the

Program Management Officer/COR, in coordination with the assigned CSO, are required to identify during procurement planning stages, whether an acquisition will require assignment one of these situations, and therefore require the anticipated contract to include the Special Security Clause identified below.

(Begin SSR)

Security Requirements Applicable to Contractor Personnel with Access to FBI Locations, Protected

Information and/or Information Systems

Contractor personnel security reporting requirements are applicable to all individuals to be assigned to

FBI locations, those who require access to protected information and/or information systems, to include those identified as "Key Personnel", if specified in the contract. The contractor shall plan for expected attrition through advanced preparation and submission of required information.

Award of this contract is anticipated to result in assignment of contractor personnel to FBI controlled or occupied space, access to protected information and/or information systems. “Protected information” includes classified information, Foreign Intelligence Surveillance Act information, Sensitive But

Unclassified information, including Law Enforcement Sensitive, personally identifiable information, business proprietary information, and any other information that is non-public and/or protected from disclosure by law or policy. Security and ethical conduct requirements, specific to the contract, to include a copy of the "Contractor & FBI Employees Ethics Standards Fact sheet" are provided. Any questions that the contractor or contractor personnel may have on the applicability of these requirements shall be addressed to the Contracting Officer's Security Representative or name of CSO, at (telephone number).

As such, all contractor personnel assigned to perform on this contract must be briefed by the contractor on the provided FBI policies and procedures, as identified in the contract, regarding ethical conduct and security requirements. A list of assigned Contractor personnel and verification of their briefing, shall be provided to the cognizant contractor security officer for subsequent transmittal to the proper FBI Security

Officer assigned oversight of this contract. This list must be provided no later than seven (7) days in advance of initial performance for those contractor personnel whose performance will require assignment to an FBI location. Failure to provide the required verification of briefing will result in a delay of the individual's access to the facility. Additionally, within 15 days from assignment to FBI space, the employee must attend an FBI Security Awareness Briefing, which will further address FBI policies and procedures, as identified by FBI Policy. This training is currently satisfied through the contractor

08/05/2014 employee's attendance at the Security Division's Career Services Management Unit's quarterly contractor's training offered at FBI, 935 Pennsylvania Avenue, NW, Washington, DC and other identified geographical locations. The assigned FBI CSO will contact the employee with the date and time of their scheduled briefing. Failure to attend this briefing or make arrangements to attend a subsequent briefing will result in immediate removal of the employee from FBI space. If contract performance is impacted as a result of removal of the employee, the contractor may be found in default of the contract. In the event that certain material relevant to the contract is not explicitly covered by the contract or regulations, the contractor is required to seek FBI guidance regarding its handling of such information whether classified or unclassified.

Only such persons who have been authorized by the CO and/or the CSO/COSR, shall be assigned to this work. In this regard, for identification purposes, the contractor will be required to submit the name, address, place and date of birth of all personnel who will be involved in the work hereunder. Said information will be required to be provided to the identified CSO not later than seven (7) days in advance of the scheduled date of such work. Information relating to an individual(s) identified as "Key Personnel" should be reported to the CSO after the written consent of the CO has been received.

The contractor agrees to abide by all applicable FBI security policies or procedures governing personnel, facilities, information, technical, information systems, communications and protective programs.

All contractor personnel who receive a security clearance, facility, information or information system access approval under the terms of this contract will be required to execute a FBI specified nondisclosure agreement. The contractor agrees to abide by all applicable FBI security policies and procedures governing personnel, facilities, technical, information systems, communications and protective programs.

The following reporting requirements must be reported to the identified CSO as promptly as possible, but in no event later than three (3) business days of the conduct, event or activity. Reporting requirements are to be accomplished electronically, if the contractor personnel are assigned to FBI locations, through the

FBI’s established Enterprise Process Automation System (EPAS), or in writing, if the contractor personnel are not performing at an FBI location.

Contractor personnel are required to report the following high-risk security concerns, if not previously reported to the FBI:

1. Unofficial contacts with foreign nationals. (FD 981 Report of Foreign Contact)

2. Unofficial contacts with individuals who are or who are suspected to be engaging in criminal or terrorist activity. (FD 1078 Personnel Self Reporting Requirements Form)

Unofficial contacts may develop in person or through interaction between parties via written or electronic communication (e.g., the Internet, letter, or telephone).

3. Failure to comply with the Standard of Ethical Conduct for Employees of the Executive Branch, etc.

4. Dual or multiple citizenship and use or possession of an active foreign passport involving foreign travel. All contractor employees with employee-type access to FBI facilities, information and information systems, who possess both citizenship with the United States and a foreign country are required to affirm that he/she has renounced his/her dual citizenship, or expressed a willingness to renounce any foreign citizenship through the execution of the Loyalty Agreement Form and surrender of their current or expired foreign passport to the FBI, Security Division, Clearance Passage and Sub-

Programs Unit (CPSU), WB-450, 935 Pennsylvania Avenue, NW, Washington, DC 20535. “Employee-type” access is defined as access by a contractor which includes their assignment to an FBI location with

08/05/2014 access to FBI protected information and information systems. If the contractor employee is not located within the Washington, DC metropolitan area, the executed Loyalty Agreement Form and current or expired foreign passport should be forwarded via Federal Express. Receipt of the foreign passport will be validated through the issuance of a property receipt to the contractor employee. The contractor employee shall notify the Unit Chief, CPSU of their contract performance termination, when possible, no earlier than 30 days prior to separation and request the return of his/her foreign passport. Temporary access to foreign passports for travel may be granted on a case-by-case basis taking into consideration the risk associated with the request and whether the risk is manageable and acceptable. Requests shall be submitted in writing to the Assistant Director, Security Division, or designee, at least 30 days prior to travel.

The exercise of any right, privilege, or obligation of foreign citizenship by a contractor employee with dual citizenship and foreign passport, without notification to the FBI, Security Division, CPSU, and the specific aproval of the Assistant Director, Security Division, or designee, will be viewed as a direct violation of FBI security requirements. This includes, but is not limited to:

(1) Possession of a current foreign passport;

(2) Military service or a willingness to bear arams for a foreign country;

(3) Accepting eductional, medical, retirement, social welfare, or other such benefits from a foreign country;

(4) Residence in a foreign country to meet citizenship requirements;

(5) Using foreign citizenship to protect financial or business interests in another country;

(6) Seeking or holding political office in a foreign country;

(7) Voting in foreign elections;

(8) Action to acquire or obtain recognition of a foreign citizenship by an American citizen;

(9) Performing or attempting to perform duties, or otherwise acting, so as to serve the interests of a foreign person, group, organization, or government in conflict with the national security interest;

(10) Any statement or action that shows allegiance to a country other than the United States: for example, declaration of intent to renounce United States citizenship; renunciation of United

States citizenship;

(11) Any attempt to obtain a new foreign passport or renew an expired foreign passport is prohibited.

5. Current foreign citizenship of a spouse.

6. Current residence with a person who is not a United States citizen.

7. Current residence of immediate family members (parents, spouse, children and/or siblings) in a foreign country.

8. Foreign financial holdings, in excess of $3,000.00, such as currency in a foreign financial institution and/or ownership of foreign real estate/property or business(es).

9. Receipt of money or assets, e.g., pensions, inheritances, living expenses, annuities, or any other form of financial support, from a foreign government or any foreign national, excluding immediate family members if they are legally residing in the United States.

10. Current association, or immediate family member’s current association, with a foreign government or military of a foreign country.

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11. Direct or suspected links, to include close or immediate family members, to any criminal foreign intelligence, and/or domestic/foreign terrorism organization or group.

12. Other security concerns that could adversely impact upon the security and/or safety of FBI personnel, information, facilities or mission; safety of other individual; and/or the protection of U.S. national security interests.

13. Other reportable events, incidents, and/or concerns involving contractor personnel and/or their close or immediate family members. Other reportable events/ incidents, and/or concerns is defined as any information that adversely reflect on the integrity or character of an employee that suggests that his or her ability to safeguard FBI Sensitive But Unclassified (SBU)/Law Enforcement Sensitive (LES) and/or classified information may be impaired, or that his or her access to the information clearly may not be in the interest of the FBI and/or National Security.

The following reporting requirements must be reported to the identified CSO as promptly as possible, but in no event later than five (5) business days when the, activity, or incident occurred. Reporting requirements are to be accomplished electronically, if the contractor personnel are assigned to FBI locations, through the “Personnel Self-Reporting” (FD 1078) EPAS form, or manually, with the identified hardcopy forms.

1. Law Enforcement contact(s):

a. During aggravated or unusual circumstances (e.g., any arrest, domestic violence incident report, driving while intoxicated/under the influence (DWI/DUI), etc.)

b. Issued traffic ticket or criminal citation for a violation, resulting in fine(s) in excess of

$300.00.

2. Financial Indebtedness:

a. Filing/petition for bankruptcy due to outstanding personal debts, which may result in an adjudication by a U.S. Bankruptcy Court for: liquidation or discharge of debts, dismissal or denial of bankruptcy petition, individual debt adjustment, and/or subsequent revocation of any initial discharge of debts.

3. Outside employment and activities (FD 331, 331a, 331b, 331c, or 331d)

4. Official and unofficial foreign travel (FD 772 or 772b)

5. Official and unofficial foreign national contacts (FD 981)

6. Change in marital status (FD 292)

7. Roommates or cohabitants (FD 773)

Contractors shall immediately report, either verbally or through written communication, the following to the designated CSO:

1. Change to contractor’s status as a result of death.

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2. Change to contractor’s status which alters their originally assigned location and FBI Division to which they report.

3. Employees desiring not to perform on the contract.

Willful disregard of these requirements, or refusal to consent to, or to complete to the satisfaction of the

CSO, FBI investigator and/or the Security Division, any lawful and appropriate request(s) may warrant an assessment of the contractor employee for continued eligibility for FBI facility, information and/or information system access privileges and the Contracting Officer’s may initiate action resulting in the immediate removal of the employee from FBI space and ability to perform on FBI contracts. Such action(s) may in addition be subject to any action or penalty prescribed by law. If contract performance is impacted as a result of removal of the employee, the contractor may be found in default of the contract.

In the event that the development of information or material is not clearly addressed by the contract or

FBI security policy or procedures, the contractor is required to seek FBI guidance.

Contractor Suitability Requirement

Background: With increasing frequency, contractors are applying for permanent positions with the FBI.

As part of the applicant background process for these contractors, now government applicants, these individuals are subjected to full-scope polygraph examinations. Inevitably, certain applicants fail the polygraph examination. With respect to these individuals, who do not meet security and/or suitability requirements, the background investigation is discontinued and the contractor/government applicant, like any other FBI applicant, is not further considered for a position.

Contractor Suitability Special Security Requirement (SSR)

If a procurement is expected to result in the acquisition of services involving access to FBI facilities and/or information, the procurement official is required to incorporate the following SSR.

Access to FBI facilities and information is subject to specific security and suitability requirements. The

FBI reserves the right and prerogative to deny and/or restrict facility and information access of any contractor employee determined by the FBI, at any time prior to or during performance, to be unsuitable for access and/or present a risk of compromising sensitive government information to which he or she would have access to under this contract. Contractors will be allotted a reasonable amount of time, determined by the government, to replace the employee found not suitable for contract performance.

Failure to replace the employee may result in a no cost termination by the government

DOJ Residency Requirement

Background: On 12/10/2002, the Deputy Assistant Attorney General for Policy, Management and

Planning, amended the Department of Justice (DOJ) Residency Requirement to apply to all DOJ contractor personnel employed within the United States, both United States citizens and non-United

States citizens. This amendment was identified as a result of the events of September 11 and the enhanced security posture within the Department. This requirement can be waived by the Department for short-term contractor personnel (performing duties for a cumulative total of 14 days or less) if there is a critical need for their specialized and unique skills. These individuals must, however, be United States citizens or Permanent Resident Aliens. A waiver request from the Security Division’s Assistant Director outlining the extenuating circumstances along with the requisite contractor clearance security package should be submitted to the Department Security Officer for approval. Each waiver request will be reviewed and a determination made on a case-by-case basis.

DOJ Residency Requirement SSR

All procurements expected to result in the acquisition of services by contractor personnel are required to incorporate the following SSR:

DOJ Residency Requirement

All contractor personnel employed within the United States, both United States citizens and non-United

States citizens, are required to meet the following residency requirements:

a. For three of the five years immediately prior to applying for the specific contract position, the individual must have 1) resided in the United States; 2) worked for the United States overseas in a Federal or military capability; or 3) be a dependent of a Federal or military employee serving overseas.

The requirement may be waived for short term contractor personnel (performing duties for a cumulative total of 14 days or less) if there is a critical need for their specialized and unique skills. These individuals must, however, be

United States citizens or Permanent Resident Aliens.

Acquisition Risk Questions

Company Name: _______________________________________________________________

Address: _____________________________________________________________________

Date: ________________________________________________________________________

1. In the aggregate, does any foreign person own, or have any type of ownership of 5 percent or more in your organization in either a direct or indirect way?

If yes, please list all parents, both foreign and domestic, by name and address, through to the ultimate parent, to include percentage of ownership. This should include any and all foreign investments in the entity.

Include country of origin. Include any special right or privileges involved in the ownership. Foreign person is defined as any foreign interest and any U.S. Person effectively owned or controlled by a foreign interest. Foreign interest is defined as any foreign government, to include any agency or representatives of that government; or any form of business or legally organized entity chartered or incorporated under the laws of any country other than the

U.S. or its possessions; and any person who is not a citizen of the U.S.

2. Does your organization, either directly or indirectly, own 10 percent or more of a foreign interest?

If yes, please list all involved by name, address, and country, with percentage of ownership. Include the names of the personnel running the facilities.

3. Are there any non-U.S. citizens holding a position at the organization as either a corporate officer, member of the Board of Directors (or other similar governing body), or any other position such as executive / senior management personnel, partners, regents, or trustees?

Please list all corporate officers (Chairman of the Board, President, Chief Executive Officer, Vice-

Presidents, Secretary, Treasurer, Chief Information Officer, Chief Financial Officer, and General Counsel), executive personnel (Facility Security Officer) and all other Board of Director members by full legal name, title, date and place of birth, Social Security Number, and citizenship.

4. Does any foreign person or entity have direct or indirect ability to influence or control the appointment or tenure of the Board of Directors (or similar governing body); any other management positions; or the direction, control, or decisions of the organization?

Identify the individuals by full legal name, title, and citizenship. Provide a full explanation of the individual’s control or influence.

5. Does the organization have any type of contractual agreement or understanding with any foreign interest?

This would include licenses, distributorships, contracts, purchase orders, sales agreements, etc. For each instance, provide the name of the foreign entity, its country, the percentage of gross income derived, and the nature of the involvement including what type of technology or product is involved, whether the product or service is either defense or nuclear related, whether classified or export controlled information is involved, and whether there is compliance with all U.S. export laws. If not defense or nuclear related, the listing of contracts can be done by listing similar equipment by country and percentage.

6. Does the organization have any indebtedness, liabilities, obligations, or act as a guarantor to any foreign interest?

If yes, give details concerning with whom the debt or guarantee is, where they are located, the conditions or covenants regarding the debt, and what collateral, if any, was pledged. If stock or assets are pledged, provide copies of the pertinent documents. Provide details on procedures for default of the loans. This answer must be answered affirmatively even if the entity holding the loan is a U.S. entity of a foreign institution.

7. In the last fiscal year, did the organization derive 5 percent or more of its income from one single foreign source, and/or more than 30 percent aggregately from numerous foreign sources?

If yes to either portion, please identify the sources from which the income is derived, to include name of entity, country, and percentage. Identify whether classified or export controlled information or technology is involved. If so, attach copies of licenses.

8. Is 10 percent or more of the organization’s securities held in any manner that does not disclose the beneficial owner, such as “nominee shares” or “street names”?

If yes, identify the foreign institutional investors by name, address, and percentage of securities owned.

Indicate whether there have been any attempts to exert control or influence over management or policies of the organization. If available, include SEC Schedules 13D or 13H.

9. Do any corporate officers (Chairman of the Board, President, Chief Executive Officer, Vice-Presidents, Secretary, Treasurer, Chief Information Officer, Chief Financial Officer, and General Counsel), executive personnel (Facility Security Officer) and all other Board of Director members) also hold any type of position with a foreign interest?

Identify by name, title, citizenship or immigration status, whether the individual holds a personnel security clearance or is excluded from access, each individual meeting this criteria. Also, identify the name and address of each organization with which the individual holds a position, and in what capacity.

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10. Are there any other factors or issues that may indicate or show the possibility of foreign influence or control over the management of the organization that have not already been addressed?

If yes, please describe in detail the involvement of the foreign entity, as well as why it is not reportable in accordance with the previous questions.

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Key Management Personnel Listing (KMPL)

Company Name: __________________________________________

Date: ______________________

Legal Name Position Title

Social Security

Number Date of Birth Place of Birth Citizenship Status