Attachment A. SOA - AM0001.pdf

CUI

STATEMENT OF AFFILIATION GUIDANCE

Instruction

(U) The offeror shall review and complete the two questions below to determine if the offeror is required to complete and submit a Statement of Affiliation as part of a project administered by USACE, Baltimore District, 2 Hopkins Plaza, Baltimore, MD 21201.

(U) All offeror responses to the U.S. Government pertaining to this document shall be provided on official company letterhead signed by a senior company official. The offeror response document shall include the offeror’s full company name (to include any Trade Name), company mailing and physical addresses, company telephone numbers, and company e-mail addresses.

Company Name:

Company Address:

Company Phone:

Company Website:

Statement of Affiliation Requirement

1. (U) Does the offeror hold an active Department of Defense (DoD) Facility Security

Clearance FSC)? (Answer “No” if the clearance was issued under a Special Security Agreement or a Security Control Agreement (See DoD5220-22-M sec. 2-306).

Yes No

(U) If the offeror answered “Yes”, the offeror shall submit the FSC/CAGE Code Number on official company letterhead to the USACE, Baltimore District, 2 Hopkins Plaza, Baltimore, MD 21201. The offeror shall submit the FSC/CAGE Code Number on company letterhead to the USACE, Baltimore District, 2 Hopkins Plaza, Baltimore, MD 21201, when applicable.

2. (U) At any time within the calendar year preceding the due date for proposals, has the offeror submitted a completed Statement of Affiliation?

(U) If the offeror answered “No”, the offeror shall complete the Statement of Affiliation form and submit a complete Statement of Affiliation form to the USACE, Baltimore District, 2 Hopkins Plaza, Baltimore, MD 21201. The offeror shall submit a completed Statement of Affiliation form to the USACE, Baltimore District, 2 Hopkins Plaza, Baltimore, MD 21201, when applicable.

(U) If the offeror answered “Yes”, does the offeror state that all the information submitted with the previous Statement of Affiliation is still accurate?

If the offeror answered “Yes”, the offeror shall state on official company letterhead that the information provided with the previous Statement of Affiliation to the USACE, Baltimore District, 2 Hopkins Plaza, Baltimore, MD 21201 is still accurate. The offeror shall include a copy of the previously submitted Statement of Affiliation to the DPW, Fort Huachuca, AZ 85635. The offeror shall submit a completed Statement of Affiliation form to the USACE, Baltimore District, 2 Hopkins Plaza, Baltimore, MD 21201, when applicable.

If the offeror answered “No”, the offeror shall submit an updated Statement of

Affiliation to

STATEMENT OF AFFILIATION QUESTIONS

(U) The offeror is required to provide a written response to the U.S. Government pertaining to the questions. The written response shall be on official company letterhead and signed by a senior company official. It is recommended that the offeror include the questions below as part of their written response.

(U) For the purpose of this form, a foreign interest is defined as any of the following:

1. A foreign government or foreign government agency;

2. Any form of business enterprise or legal entity organized, chartered, or incorporated under the laws of any foreign country other than the United States or its possessions.

3. Any individual who is not a U.S. Citizen; or

4. Any form of business enterprise organized or incorporated under the laws of the U.S., or a state or other jurisdiction within the U.S. that is owned, controlled, or influenced by one of the other entities described in 1, 2, or 3, above.

Question 1: (Answer 1a. or 1b.)

1a) For entities which issue stock, does a foreign interest own, or have beneficial ownership in 5% or more of your organization’s equity securities?

If yes:

i) Identify the percentage of any class of stock or other securities issued, which are owned by foreign interests, broken down by country. Include indirect ownership through one or more intermediate level(s) or subsidiaries. Indicate voting of each class of stock.

ii) Are there shareholder agreements? If yes, attach a copy (or copies), and if none, so state.

iii) Indicate whether a copy of SEC schedule 13D/13G report has been received from any investor. If yes, attach a copy (or copies)

NOTE: Ownership of less than 5% should be included if the holder is entitled to control the appointment and tenure of any management position.

1b) For entities which do not issue stock, has a foreign interest subscribed 5% or more of your organization’s total capital commitment?

i) Identify the percentage of total capital commitment that I subscribed by foreign interests.

ii) Is there an agreement(s) with the subscriber(s)? If yes, attach a copy (or copies), and if none, so state.

2) Does your organization directly, or indirectly through your subsidiaries or affiliates, own 10% or more of any foreign interest?

i) Identify the foreign interest by name, country, percentage owned, and individuals who occupy management positions with the organization.

ii) If there are individuals from your organizations who occupy management positions with the foreign interest, identify the names(s) title, and extent of involvement in the operations of the organizations (to include access to classified information).

3) Do any foreign interests serve as members of your organization’s board of directors

(or similar governing body), or as officers executive personnel, general partners, regents, trustees or senior management officials in your organizations?

i) Identify the foreign interest by name, title, citizenship, immigration status and clearance, or exclusion status.

ii) Attach a copy of applicable by-laws or articles of incorporation, which describe the affected position(s). However, if you have already provided such copies to the National Security Agency Industrial Representative, so state.

4) Does any foreign interest have the power, direct or indirect, to control the election, appointment, or tenure of members of your organization’s board of directors (or similar governing body) or other management positions of your organization, or have the power to control or influence other decisions or activities of your organization?

i) Identify the foreign interest by name, title, citizenship, and all details concerning the control or influence.

NOTE: If any foreign interests have such power, this question shall also be answered in the affirmation, even if such power has not been exercised. Also, state whether or not it can be exercised through ownership of your organization’s securities or if such power may be invoked by contractual arrangements or by any other means.

5a) Does your organization have any contracts, agreements, understandings, or arrangements with a foreign interest(s) that cumulatively represent 10% or more of your organization’s annual gross income?

i) For each instance, provide the name of the foreign interest, country, percentage of gross income derived, and nature of involvement, including:

(a) Whether defense/nuclear related or not

(b) Involvement with classified or export controlled technology

(c) Compliance with export control requirements

Where the organization has a number of involvements and where these involvements are not defense/nuclear related and represent a small percentage of gross income less than 5%, the explanations can be a generalized statement addressing the total by country.

NOTE: It is not required for the offeror to ask every customer if they fall within the definition of a foreign interest. The offeror will be required to provide ongoing security education to those individuals who negotiate and/or administer such agreements regarding their responsibilities to report agreement with a foreign interest to the best of their knowledge. The offeror shall state the response to this question to “the best of his/her knowledge” or “through his/her best efforts.”

5) For this procurement, provide names and corporate addresses of all vendors from which you will acquire components or parts to be integrated into the end-item. For each vendor listed that is a foreign interest controlled by a foreign interest, state the nature of the foreign interest.

6) Does your organization, whether as borrower, surety, guarantor, or otherwise, have any indebtedness, liabilities, or obligations to a foreign interest?

i) Provide your overall debt-to-equity ratio in percentage.

ii) With respect to indebtedness or liability to a foreign interest indicate to whom indebted or liable, what collateral has been furnished or pledged, and any conditions or covenants of the loan agreement. If stock or assets have been furnished or pledged as collateral, provide a copy of the loan agreement or pertinent extracts thereof (to include procedures to be followed in the event of default.)

iii) If any debentures are convertible, provide specifics.

iv) If loan payments are in default, provide details.

v) This question should be answered in the affirmative if this debt is with a U.S. entity that is owned or controlled either directly or indirectly by a foreign interest. If unknown, so state.

NOTE: As stated above, we do not expect and will not require the contractor to ask every customer if he/she falls within the definition of a foreign interest. We will ask the contractor to provide ongoing security education to those individuals who negotiation and/or administer such agreements regarding their responsibilities to report agreement with a foreign interest to the best of their knowledge. The contractor shall state the response to this question to “the best of his/her knowledge” or “through his/her best efforts.”

7) During your last fiscal year, did your organization derive:

a) 5% or more of its total revenues or net income from any single foreign interest?

b) Did the aggregate 30% or more of its total revenues or net income from foreign interests?

If yes to either part of the question:

i) Provide overall percentage of income derived from foreign interest by country, nature of involvement, and type or services or products.

ii) Indicate if any single foreign interest represents in excess of 5% of total revenue or net income.

iii) Indicate whether any classified information is involved.

iv) State whether facility is in compliance with applicable export control requirements.

NOTE: As stated above, we do not expect and will not require the contractor to ask every customer if he/she falls within the definition of a foreign interest. We will ask the contractor to provide ongoing security education to those individuals who negotiation and/or administer such agreements regarding their responsibilities to report agreement with a foreign interest to the best of their knowledge. The contractor shall state the response to this question to “the best of his/her knowledge” or “through his/her best efforts.”

8) Is 10% or more of any class of your organization’s voting securities held in

“nominee” shares, in “street names” or by some other method that does not identify the beneficial owner?

i) Identify each foreign institutional investor holding 10% or more of the voting stick by name and address and the percentage of stock held.

ii) Indicate whether any investor has attempted to, or has exerted any control or influence over appointment to management positions or influenced the policies of the organization.

iii) Include copies of the SEC Schedule 13D/13G.

9) Do any of the members of your organization’s board of directors (or similar governing body,) or officers, executive personnel, general partners, regents, trustees, or senior management officials of your organization hold any positions with, or serve as consultants for, any foreign interest?

i) Provide the name, title, citizenship, immigration status and clearance, or exclusion status on all such persons.

ii) Identify by name and address each foreign interest with which such persons serve and indicate the capacity in which he/she is serving.

iii) Include a Statement of Full Disclosure of Foreign Affiliations for every cleared individual who is a representative of a foreign interest.

10) Is there any other factor that indicates or demonstrates a capability of a foreign interest to control or influence the operations or management of your organization?

i) Describe the foreign involvement in detail, including why the involvement would not be reportable in the preceding questions.

By signing below, the undersigned does hereby agree that the information contained in this document is accurate and complete at the time of submission.

Signed:

Print Name:

Title:

Date: