ESBD_477963_1766159004267_Exhibit G - FCPA Contractor Certification 301-26-06320.pdf

EXHIBIT G

CERTIFICATION OF COMPLIANCE

In addition to the requirements set forth under the Contract, the Contractor must comply with the following additional compliance terms and conditions. In the event of any conflict between the Contract and this Certification, the more stringent terms and conditions shall control.

1. Definitions. As used in this Certification, the following terms have the meanings assigned:

a. “Government Official” includes:

i. Any director, officer, or employee of any government, or any department, agency, instrumentality, or entity owned or controlled by a government outside the U.S. (e.g., a state-owned utility company);

ii. Any person acting in an official capacity for or on behalf of any such government, department, agency, instrumentality, or entity;

iii. Any officer or employee of any political party or faction outside the U.S.;

iv. Any candidate for political office outside the U.S.; or

v. Any director, officer, or employee of any public international organization, like the World Bank.

b. “Representative” includes the Contractor’s affiliates, employees, contractors and subcontractors, and representatives.

2. Compliance with Anti-Corruption Laws. The Contractor represents, warrants, and agrees that it has knowledge of applicable anti-corruption laws, including the United States Foreign Corrupt Practices Act (“FCPA”), and other applicable anti-bribery and anti-corruption laws and regulations. The Contractor represents, warrants, and agrees that neither it nor any of its employees, agents, or other Representatives will directly or indirectly take any action that would constitute a violation of applicable anti-corruption laws with respect to any activities performed by the Contractor related to the OOG’s business.

3. Prohibition on Improper Payments.

The Contractor represents, warrants, and agrees that, in connection with the services to be performed for the OOG, neither it nor any of its employees, agents, or other Representatives has or will pay, offer, promise to pay, or authorize the payment, or offer or promise to pay, directly or indirectly, any monies or anything else of value to any current or former Government Official (defined below), for the purposes of:

a. influencing any act, inaction, or decision of, such persons in their official capacity; or

b. securing any improper advantage from such persons; or

c. inducing any such persons to use their influence with a government, or agency or instrumentality thereof, to affect or influence any act or decision of such government, or agency or instrumentality thereof;

4. Additional Payments. The Contractor agrees that it will not pay, or offer, or agree to pay:

a. Any foreign political contribution or charitable donation in respect of any business for which it provides services to the OOG.

b. Any facilitation payment or “grease” payment in respect of any business for which it provides services to the

OOG.

5. Accuracy of Representations and Information. The Contractor represents and warrants that all representations, warranties, and covenants set forth in this Certification are truthful and accurate. The Contractor shall notify the OOG in writing immediately upon the occurrence of any event that would render the representations, warranties, and covenants contained herein incorrect.

As a duly appointed representative of the Contractor, I warrant that I am authorized to sign this Certification for and on behalf of the Contractor.

Name of Contractor:

Signature:

Date: