JccVendPacket.pdf

December 2011pw

MTC VENDOR SELF-CERTIFICATION FORM

Vendor/Company Name Contact Name

Mailing Address

_____________________________________ Phone # ___________________________

_____________________________________ Fax # ___________________________

_____________________________________ E-mail ___________________________

Project Name or Solicitation Number: ___________________________________

The North American Industry Classification System (NAICS) code (6-digit) for this company’s industry is:

(1)________________

(2)________________

(3)________________

(4)__________________

(5)__________________

(6)__________________

Section 1- Under FAR 52.219-8, all subcontractors must represent their business category per the attached “Definitions for Small Business Categories” per the stated project’s NAICS code.

Vendor Categories (check all that apply):

____ Small Business

____ Small Disadvantaged

____ Women-Owned

____ Veteran-Owned

____ Service-Disabled Veteran-Owned

____ HubZone

______ Large Business

______ Government

______ Non-Profit

Under Section 16 of the Small Business Act and Title 13 of the Code of Federal Regulations, any person or concern that knowingly misrepresents the small business size status of a person or concern in connection with federal government subcontracting opportunities is subject to penalties, including fines, imprisonment and debarment.

Section 2 - Under FAR 52.209-6, each proposed first-tier subcontractor, whose subcontract will exceed $30,000, must disclose whether as of the time of award of the subcontract, thee subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government.

The Offerors and/or any of its Principals— Are are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

I certify that I have checked the appropriate categories for my company in Sections 1 & 2.

Signature of company representative Date

Printed Name Title

December2011pw

DEFINITIONS FOR SMALL BUSINESS CATEGORIES

For “MTC Vendor Self-Certification Form”

Small Business A small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations.

(1) The Small Business Act states that a small business concern is “one that is independently owned and operated and which is not dominant in its field of operation.”

(2) The Act also states that the size standard varies from industry to industry. The Small Business Administration has established a table of size standards based on average annual receipts or average number of employees, which is matched to the North American Industry Classification System (NAICS). The table may be accessed at http://www.census.gov/eos/www/naics.

Small Disadvantaged Business (SDB) A small business concern that represents, as part of its offer that –

(1) It has received certification as a small disadvantaged business concern consistent with 13 CFR part 124, subpart B;

• 13 CFR 124.1001 (c) A firm may represent that it qualifies as an SDB for any Federal subcontracting program if it believes in good faith that it is owned and controlled by one or more socially and economically disadvantaged individuals.

• 13 CFR 124.1002 (c) Which is at least 51 percent unconditionally owned by one or more socially and economically disadvantaged individuals set forth in 124.105.

a) No material change in disadvantaged ownership and control has occurred since its certification;

b) Where the concern is owned by one or more individuals, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

c) It is identified, on the date of its representation, as a certified small disadvantaged business in the database Central Contractors Registration (www.ccr.gov ) Dynamic Small Business Search database maintained by the Small Business Administration, or

(2) It represents in writing that it qualifies as a SDB for any Federal subcontracting program, and believes in good faith that it is owned and controlled by one or more socially and economically disadvantaged individuals, and meets the SDB eligibility criteria of 13 CFR 124.1002.

Women-Owned Small Business A small business concern that

(1) Not less than 51 percent of which is owned by one or more women or, in the case of any public-owned business, not less than 51 percent of the stock of which is owned by one or more women, and

(2) The management and daily business operations of which are controlled by one or more women.

Veteran-Owned Small Business A small business concern that

(1) Not less than 51 percent of which is owned by one or more veterans (as defined in 38 USC 101(2)) or, in the case of any public-owned business, not less than 51 percent of the stock of which is owned by one or more veterans, and

(2) The management and daily business operations of which are controlled by one or more veterans.

Service-Disabled Veteran-Owned Small Business A small business concern that –

(1) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any public-owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans

a. 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.

(2) “Service-disabled veteran” means a veteran, as defined in 38 USC 101(2), with a disability that is service-connected, as defined in 38 USC 101(16).

HUBZone Small Business A small business concern must appear on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration. (More information about the HUBZone Small Business program and its benefits to qualifying companies can be obtained from the Small Business Administration.)

http://www.census.gov/eos/www/naics� http://www.ccr.gov/�

2/7/2011

Vendors: Please complete the items marked with a single asterisk (*).

VENDOR SET-UP FORM

VENDOR NUMBER ___________________ Date entered ____________

*Vendor Name Entered by ______________

Vendor Class (one-time (students/inmates only), govt., large, non-profit, small, small disadvantaged, women, veteran, service-disabled veteran, HUB, etc.)

*Tax ID (if applicable)** *DUNS#_____________________

*Address

*City

*State *Zip

Vendor Contact Information:

Search Name *Fax

*Legal Name *Acct #

*Contact Name *Email

*Phone *URL (website)

*Payment Terms *FOB

Income Code (if applicable)** *Shipping

REMIT or ALTERNATE LOCATION NAME AND ADDRESS, if different than above

REMIT or ALTERNATE, circle one

Location Code *Alternate Name

*Address *Alternate Contact Name *City *Phone

*State *Zip *Fax

Enter Company# Other Commodity Commodity #/Description *Minority 3-digit code (NAICS)

Date sent Date received Date requested Date received

W-9 Form ________ _______ Business license (as applicable) _________ _________ SBE certification ________ _______ expiration date _______ (if applicable) Insurance (as applicable) _________ _________ MTC T&C’s ________ expiration date _______

**for 1099 reporting purposes

MTC Terms and Conditions for Government (Effective 01/11)

MANAGEMENT & TRAINING CORPORATION

TERMS AND CONDITIONS FOR SUBCONTRACTS / PURCHASE ORDERS

ISSUED UNDER FEDERAL GOVERNMENT CONTRACTS (01/11)

1. DEFINITIONS

As used throughout this document, the following terms shall have the meanings indicated below:

A. The terms "Government," "Federal," "Federal Government," and "United States" mean the United States of America.

B. The term "prime contract" means the contract issued by the Government under which the subcontract is executed by MTC.

C. The term "contract" means the purchase order or subcontract to which the terms and conditions are attached.

D. The term "MTC" means Management & Training Corporation.

E. The term "Contractor" and/or "Seller" means the individual, partnership, corporation, or association contracting with MTC hereunder to furnish the article(s) and/or service(s) described in the contract.

2. CONTRACT

The provisions of this contract constitute the complete and exclusive agreement between the parties hereto and supersede all previous communications, representations, or agreements, whether oral or written, between the parties hereto with respect to the subject matter hereof; and no agreement or understanding varying or extending the terms and conditions of this contract will be binding unless in writing and signed by an authorized MTC representative. If any term in Seller’s agreements or documents is contrary to the terms of this contract, this contract is controlling. This shall become a binding contract on the terms and conditions set forth herein, when it is accepted by Contractor, either by acknowledgement or commencement of performance. Contractor agrees at all times to comply with all applicable state, federal, and local laws.

3. WAGE COMPARABILITY

As appropriate and required, Contractor shall pay Davis-Bacon and/or Service Contract Act prevailing wages and ensure that their subcontractors follow those provisions. Contractor is liable for costs if wages are paid below the prevailing rates. The prior sentence will survive the expiration or termination or this agreement.

4. MATERIAL

The material called for in the contract shall be packed in accordance with standard commercial practices unless otherwise stated in the contract.

5. ADMINISTRATION AND LIAISON

All inquiries, including technical inquiries and correspondence regarding all orders, will be directed to the attention of cognizant Buyer of the Procurement Office. MTC will not be bound by any agreements or changes to any part of any contract made as a result of inquiries and liaison between Contractor and MTC personnel, other than authorized Procurement Office personnel.

6. INVOICES AND PAYMENT

Contractor shall prepare at the time of shipment full and complete invoices of the goods sold and shall deliver of the said invoice by mail or otherwise to MTC.

Contractor shall be paid in accordance with the terms of the contract, upon the submission of said invoices at the prices stipulated in the contract for material delivered and accepted, or services rendered and accepted. For purposes of discounts the effective date of the invoice shall be construed to be the date of receipt of the goods and actual acceptance at MTC (or such other destination as designated in the contract schedule) or the date of receipt by MTC of Contractor's acceptable invoice, whichever occurs later.

7. DELIVERIES, OVERAGES AND EXTRAS

Deliveries are to be made both in quantities and at the time and method specified in the contract or modification thereof. MTC will have no liability for payment for material or items delivered to MTC, which are in excess of quantity specified in the delivery schedules, unless such excess is agreed upon by MTC in writing by an authorized Procurement representative. Except as otherwise provided in the contract, no payment for extras shall be made unless such extras and the price therefore have been authorized in writing by an authorized MTC representative.

8. WARRANTY

Contractor expressly warrants that all materials and work covered by the contract will conform to the specifications, drawings, sample or other description furnished or specified by MTC, and will be merchantable, of good material and workmanship, and free from defect. Contractor expressly warrants that all the material covered by the contract, which is the product of Contractor or is in accordance with Contractor's specifications will be fit and sufficient for the purpose intended. The foregoing warranties are in addition to all other warranties, whether expressed or implied. The provisions of this clause shall not limit or affect the rights of MTC under the clause hereof entitled "INSPECTION." All warranties shall run to MTC and its customers.

9. INSPECTION AND TITLE PASSAGE

A. Final inspection and acceptance of items delivered thereunder shall be made after delivery at the MTC designated point, not withstanding any prior payment or inspection.

B. Title to all supplies and/or work provided under the contract shall vest in MTC, or the Government, as applicable at the F. O. B. point referenced elsewhere in the contract or on separate shipping instructions, provided, however, that in the event the supplies and/or work are subsequently rejected by MTC for reasons other than loss or damage caused in transit, title will be divested from MTC or the Government and will revert immediately to Contractor.

10. TAXES

Contractor agrees that, unless otherwise indicated in the contract, (a) the prices therein do not include any state or local sales, use or other tax from which an exemption is available for purposes of the contract under Public Law 99-496, and (b) the prices herein include all other applicable federal, state, and local taxes in effect at the date of this contract. In the event it shall ever be determined that any tax included in the prices therein was not required to be paid by Contractor, Contractor agrees to notify MTC and to make prompt application for the refund thereof, to take all proper steps to procure the refund and when received to pay the same to MTC. It is agreed that Contractor will be treated as an independent individual contractor and not as an employee of MTC for federal tax purposes.

11. INSURANCE AND INDEMNIFICATION

A. Insurance: Contractor shall maintain and provide proof of (1) worker's compensation insurance complying with State and Federal requirements with employer’s liability limits of not less than $500,000; (2) general liability insurance with a minimum limit of $l, 000,000 for each occurrence and an aggregate limit of $3,000,000; (3) where appropriate, Comprehensive Business Automobile Liability insurance with a minimum combined single limit of $l, 000,000;

(4) where appropriate, Professional Liability insurance with a minimum limit of $l,000,000 for each occurrence and an aggregate of $3,000,000.

B. Indemnification: Contractor shall defend, indemnify and hold harmless MTC and its officers, directors, employees, agents, shareholders, partners, joint ventures, affiliates, successors and assigns from and against any and all liabilities, obligations, claims, demands, suits, losses, expenses, damages, fines, judgments, settlements and penalties, including, without limitation, costs, expenses and attorneys’ fees incident thereto, arising out of or based upon contract damages, property damage or bodily injury (including death at any time resulting therefrom) to any person, including Contractor’s employees, affiliates, or agents, occasioned by or in connection with (1) Contractor’s performance of (or failure to perform) the contract duties hereunder; (2) a violation of any laws or any negligent act or omission by Contractor or its affiliates, subcontractors, agents or employees during the performance of the contract duties hereunder; or

(3) a breach of this Agreement by Contractor or any of its affiliates, subcontractors, agents, or employees. The aforesaid obligation of indemnity shall be construed so as to extend to all legal, defense and investigation costs, as well as all other reasonable costs, expenses and liabilities incurred by the party indemnified, from and after the time at which the party indemnified received notification (whether verbal or written) that a claim or demand is to be made or may be made. Contractor’s obligation under this section does not extend to any liability caused by the sole negligence of MTC. This paragraph will survive the expiration or termination of this agreement.

12. TRAFFIC ROUTING

Contractor is to adhere strictly to MTC's shipping instructions. Any losses or additional expenses accruing to MTC from deviation from MTC's shipping instructions contained herein shall be charged to Contractor.

13. PROOF OF SHIPMENT

Upon request, if shipment by a third party is required, Contractor shall forward to MTC, with invoice, the express receipt or bill of lading, signed by the carrier, evidencing the fact that shipment was made.

14. DOCUMENTATION

Documentation, if required, is included in the unit price and will be supplied under MTC's specified format at no additional cost to MTC.

15. LICENSE

No licenses, expressed or implied, under any patents are granted by either party to the other.

16. ANTI-KICKBACK PROCEDURES

Contractor will comply with the Anti-Kickback Act of 1986 (41 U. S. C. 51-58) which prohibits any person from:

A. Providing or attempting to provide or offering to provide any kickback;

B. Soliciting, accepting, or attempting to accept any kickback; or C. Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime contractor to the United States or in the contract price charged by a subcontractor to a prime contractor or higher tier subcontractor.

17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT -OVERTIME COMPENSATION

This contract is subject to the Contract Work Hours and Safety Standards Act-Overtime Compensation as set forth in 41 CFR Part 52-222.4A which is incorporated by reference.

18. EQUAL EMPLOYMENT/AFFIRMATIVE ACTION

This contract is subject to the Equal Employment Opportunity and Affirmative Action requirements set forth in 41 CFR Part 60-1.4(a) (equal opportunity)), 41 CFR Part 60-250.5(a) (covered veterans), 41 CFR Part 60-741.5(a) (individuals with disabilities) and 29 CFR PART 470 (union dues). Additionally, the contractor shall not discriminate against any employee based on disability status, age, sexual orientation, veteran status, political affiliation, or marital status.

19. TITLE TO DRAWINGS AND SPECIFICATIONS

MTC shall at all times have title to all drawings and specifications furnished by MTC to Contractor and intended for use in connection with the contract.

Contractor shall use such drawings and specifications only in connection with the contract and shall not disclose such drawings and specifications to any person, firm or corporation other than Contractor's employees, subcontractors or Government inspectors. Contractor shall, upon MTC's request or upon completion of the contract, promptly return all drawings and specifications to MTC.

20. ASSIGNMENT

Contractor shall not delegate any duties, nor assign any rights or claims under the contract, or for breach thereof, without prior consent of MTC, and any such attempted delegation or assignment shall be voided.

21. OFFSET

MTC may offset any amounts due to MTC from Contractor against amounts payable hereunder. MTC reserves the right to deny payment for unauthorized work and/or costs incurred by Contractor.

22. CHANGES

A. MTC may at any time, by a written order, and without notice, make changes within the general scope of this contract, in any one or more of the following:

(1) drawings, designs, or specifications, where supplies to be furnished are to be specially manufactured in accordance therewith; (2) method of shipment or packing; (3) place of delivery; and (4) number of items to be delivered.

B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, the performance of any part of the work under this contract, whether changed or not changed by any contract, an equitable adjustment shall be made: (1) in the price or delivery schedule, or both; and (2) in such other provisions of the contract as may be affected, and the contract shall be modified in writing accordingly. Any claim by Contractor for adjustment under this clause must be asserted within thirty (30) days from the date of receipt by Contractor of the notification of change; provided, however, MTC may decide that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this contract.

23. NOTICE OF DELAYS AND LABOR DISPUTES

Whenever Contractor encounters any difficulty that is delaying or threatens to delay the timely performance of this contract (including actual or potential labor disputes), Contractor shall immediately give notice thereof in writing to MTC, stating all relevant information with respect thereto. Such notice shall not in any way constitute a basis for an extension of the delivery schedule or be construed as a waiver by MTC of any rights or remedies to which it is entitled by law or pursuant to provisions of this contract. Failure to give such notice, however, may be grounds for denial of any request for an extension of the delivery schedule because of such delay.

24. AGENCY

The relationship created by this agreement between the parties is that of vendor and vendee and neither party, nor any of its representatives, agents, or employees, have any right of authority to assume or create any obligation of any kind addressed to or intended for the other, nor to bind the other in any respect whatsoever. Each party hereby indemnifies the other and agrees to hold it harmless from and against all claims, suits, expenses, damages, losses and liability arising out of any breach of this subparagraph by such party or its representatives, agents or employees. The prior sentence will survive the expiration or termination of this agreement.

25. DEFAULT

In the event either party shall be in breach or default of any of the terms, conditions, or covenants of this agreement, and such breach or default continue for a period of thirty (30) days after the giving of written notice by the other party hereto, then in addition to all other rights and remedies of law or equity or otherwise, the other party hereto shall have the right to cancel this agreement without any charge or liability whatsoever, except as to payment for material already received and accepted by MTC.

26. ATTORNEYS FEES

If it shall become necessary for either party to engage attorneys to institute legal action for the purposes of enforcing its rights hereunder, the party prevailing in such litigation shall be entitled to receive all of its fees and expenses from the losing party.

27. FORCE MAJEURE

Neither party shall be held responsible for any delay or failure in performance of any part of this agreement to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo government requirements, civil or military authority, act of God, act or omission of carriers or other similar causes beyond its control ("Force Majeure Conditions"). If any Force Majeure Condition occurs, the party delayed or unable to perform shall give immediate notice to the other party, and the party affected by the other's delay or inability to perform may elect to:

A. Terminate this agreement or the part of it relating to material not already shipped; or B. Suspend this agreement for the duration of the Force Majeure Condition, buy or sell elsewhere material to be bought or sold under this agreement and deduct from any commitment the quantity bought or sold or for which commitments have been made elsewhere; or C. Resume performance under this agreement once the Force Majeure Condition ceases with appropriate schedule extension.

Unless written notice is given within thirty (30) days after the affected party is notified of the Force Majeure Condition, paragraph B shall be deemed selected.

28. WAIVER

Either party's failure to enforce any of the terms or conditions hereof, or to exercise any remedy hereunder, shall not constitute a waiver of said terms or conditions or of such party's right to exercise said remedies during the remaining term of the agreement.

29. INSPECTION AND ACCEPTANCE

MTC or the Government, through any authorized representatives, has the right, at all reasonable times, to inspect or otherwise evaluate the work performed or being performed and/or material delivered hereunder and the premises in which it is being performed, assembled or manufactured. If any inspection or evaluation is made by MTC or the Government on the premises of Contractor or its subcontractors, Contractor shall provide and shall require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of MTC or the Government representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as to not unduly delay Contractor's work.

30. INFORMATION CONCERNING ENROLLEES/PARTICIPANTS OR ACTIVITIES

Contractor agrees to keep confidential and not to use or disclose to others any information related to MTC, its enrollees/participants and/or activities or the terms of the contract, without prior written approval of MTC. This paragraph will survive the expiration or termination of this agreement.

31. DUPLICATION OF EFFORT

Contractor hereby certifies that costs for work to be performed under this contract and any subcontract hereunder are not duplicative of any charged against any other Government contract, subcontract, or other MTC or Government source. Contractor agrees to advise MTC in writing of any other Government contract or subcontract it has performed, or is performing, which involves work directly related to the purpose of this contract.

32. STUDIES/EVALUATIONS

Contractor agrees that all studies, evaluations, proposals and data produced or developed in the performance of this contract for which reimbursement is appropriate hereunder shall become the property of MTC. This provision does not preclude Contractor from seeking copyright of materials, other than those described above, such as teaching material and curricula.

33. EXAMINATION OF RECORDS

MTC, the Comptroller General of the United States or a duly authorized representative from MTC and/or the General Accounting Office shall, until three (3) years after final payment under this contract or for any shorter period specified in Federal Acquisition Regulation (FAR) Subpart 4.7, Contractor records retention, have access to and the right to examine any of Contractor’s directly pertinent books, documents, papers, or other records involving transactions related to this contract.

34. TERMINATION DUE TO LOSS OF GOVERNMENT FUNDING

MTC has the right to cancel this contract, immediately, should the applicable government agency no longer provide funding for this contract.

35. TERMINATION OF CONTRACT

MTC may terminate this contract for any reason upon giving of thirty (30) days written notice to the other party of such termination.

36. APPLICABLE LAW

This agreement shall be governed by and construed in accordance with the laws of the state of Utah. Any action, suit, or other proceeding hereunder shall be brought in any court of competent jurisdiction in Salt Lake City, Utah.

37. FOREIGN CORRUPT PRACTICES ACT

A. Mindful of the principles of the United States Foreign Corrupt Practices Act (“FCPA”), the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions, and all related and implementing legislation that may be applicable to this Agreement, Provider certifies, warrants, and represents that:

B. It has not made, authorized or offered (and will not make, authorize, or offer) any payment, or given, authorized, or offered (and will not give, authorize the giving of, or offer) anything of value, directly or indirectly, with respect hereto or otherwise,

a. to any official or employee of any government, state-owned enterprise, or international organization

b. to any person acting in an official capacity for or on behalf of any government, state-owned enterprise, or international organization, or

c. to any political party or to any person known to be a candidate for any office in any government in order to (a) influence any act or decision in any such person’s official capacity, (b) induce any such person to violate his/her lawful duty, or (c) induce any such person to use his/her influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, for the purpose of obtaining or retaining business or directing business to any person, or to secure any improper advantage.

38. SEVERABILITY

In the event that any term, condition, or provision contained herein shall be held to be invalid, unlawful, or unenforceable to any extent, such term, condition, or provision shall, to that extent be omitted from the Agreement and not affect the validity, legality, or enforceability of the remaining sections of the Agreement.

39. THIRD PARTY BENEFICIARY RIGHTS

This agreement is not intended to create any rights or interest for any other person or entity other than the parties hereto.

40. FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

The contractor shall be required to adhere to the FAR Clause(s) applicable to this project. The section and title of the applicable clause(s) is listed below.

52.252.2 Clauses Incorporated By Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Procurement Representative will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address (es):

HTTPS://WWW.ACQUISITION.GOV/FAR/

All Contracts:

52.203-15 Whistleblower Protections Under the American Recovery Act 52.204-02 Security Requirements 52.204-09 Personal Identity Verification of Contractor Personnel 52.204-11 ARRA Reporting Requirements 52.219-08 Utilization of Small Business Concerns.

52.222-04 Contract Work Hours and Safety Standards Act—Overtime Compensation.

52.222-11 Subcontracts (Labor Standards) 52.222-21 Prohibition of Segregated Facilities.

52.222-26 Equal Opportunity.

52.222-50 Combating Trafficking in Persons 52.223-15 Energy Efficiency in Energy-Consuming Products.

52.224-02 Privacy Act.

52.225-21 Required Use of American Iron, Steel, and Other Manufactured Goods - Buy American Act - Construction Materials 52.225-22 Notice of Required Use of American Iron, Steel, and Other Manufactured Goods - Buy American Act - Construction Materials 52.222-51 Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment - Requirements 52.222-53 Exemption from Application of the Service Contract Act to Contracts for Certain Services - Requirements 52.227-14 Rights in Data—General.

52.228-05 Insurance - Work on a Government Installation 52.237-07 Indemnification and Medical Liability Insurance 52.244-06 Subcontracts for Commercial Items 52.245-01 Property Records 52.245-05 Government Property (Cost-Reimbursement, Time-and Material or Labor-Hour Contracts 52.249-02 Termination for Convenience of the Government (Fixed Price) 52.249-06 Termination (Cost-Reimbursement).

https://www.acquisition.gov/Far/�

For all Contracts in excess of $2,000 (include all of the above):

52.222-06 Davis-Bacon Act.

52.222-10 Compliance With Copeland Act Requirements 52.222-13 Compliance with Davis-Bacon and Related Act Regulations For all Contracts in excess of $2,500 (include all of the above):

52.222-41 Service Contract Act of 1965.

For all Contracts in excess of $10,000 (include all of the above):

52.222-54 Employee Eligibility Verification 52.223-01 Bio-based Product Certification.

52.223-02 Affirmative Procurement of Bio-based Products Under Service and Construction Contracts.

52.223-04 Recovered Material Certification For all Contracts in excess of $10,000 (include all of the above):

52.222-36 Affirmative Action for Workers with Disabilities.

52.222-40 Notification of Employee Rights under the National Labor Relations Act 52.222-54 Employment Eligibility Verification 52.223-01 Biobased Product Certification 52.223-02 Affirmative Procurement of Biobased Products Under Service and Construction Contracts 52.223-04 Recovery Material Certification For all Contracts in excess of $25,000 (include all of the above):

52.204-10 Reporting Executive Compensation and First – Tier Subcontract Awards.

For all Contracts in excess of $30,000 (include all of the above):

52.209-6 Protecting the Governments Interest When Subcontracting with Contractor’s Debarred, Suspended or Proposed for Debarment.

For all Contracts in excess of $100,000 (include all of the above):

52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans.

52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans.

52.223-14 Toxic Chemical Release Reporting For all Contracts in excess of (SAT) $150,000 (include all of the above):

52.203-06 Restrictions on Subcontractor Sales to the Government.

52.203-07 Anti-Kickback Procedures.

52.203-12 Limitation on Payments to Influence Certain Federal Transactions.

52.215-02 Audit and Records—Negotiation.

52.215-02 Audit and Records - Negotiation (Alternate 1) 52.215-12 Subcontractor Cost or Pricing Data.

52.215-13 Subcontractor Cost or Pricing Data—Modifications.

52.215-14 Integrity of Unit Prices.

52.215-15 Pension Adjustments and Asset Reversions.

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions.

52.215-19 Notification of Ownership Changes.

52.222-39 Notification of Employee Rights Concerning Payment of Union Dues or Fees 52.227-01 Authorization and Consent.

52.227-02 Notice and Assistance Regarding Patent and Copyright Infringement.

52.248-01 Value Engineering For all Contracts in excess of $ 650,000 (include all of the above):

52.219-09 Small Business Subcontracting Plan.

For all Contracts in excess of $700,000 (include all of the above):

52.230-02 Cost Accounting Standards.

52.230-03 Disclosure and Consistency of Cost Accounting Practices.

52.230-06 Administration of Cost Accounting Standards.

For all Contracts in excess of $5,000,000 (include all of the above):

52.203-13 Contractor Code of Business Ethics and Conduct (Dec 2008) 52.203-14 Display of Hotline Poster(s) (Dec 2007) For all Contracts in excess of $10,000,000 (includes all of the above):

52.222-24 Preaward On-site Equal Opportunity Compliance Evaluation

41. SIGNATURES AND COUNTERPARTS

This agreement may be signed in counterparts or any number of counterparts including facsimile or PDF copies thereof and when so signed, such counterparts shall be effective and binding to the same extent as original signatures and all counterparts shall be deemed to constitute one instrument.

Form W-9 (Rev. December 2011) Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Give Form to the requester. Do not send to the IRS.

P ri nt o r ty p e

S ee

S p ec ifi c In st ru ct io ns o n p ag e

2.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax classification:

Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ▶

Other (see instructions) ▶

Exempt payee

Address (number, street, and apt. or suite no.)

City, state, and ZIP code

Requester’s name and address (optional)

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number

Employer identification number

Part II Certification Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign Here

Signature of U.S. person ▶ Date ▶

General Instructions Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business.

Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S.

status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 12-2011)

Form W-9 (Rev. 12-2011) Page 2

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9.

Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding.

See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity's name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. Enter the owner's name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported.

For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Form W-9 (Rev. 12-2011) Page 3

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/ disregarded entity name” line.

Exempt Payee If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/ disregarded entity name,” sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from…