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OFFEROR REPRESENTATIONS AND CERTIFICATIONS Vendor Information Type or print information clearly Vendor Name: Business Address: City: State: Zip: Country: Payment Remittance Address: City: State: Zip: Country: Sales Contact: Phone: Email: Billing Contact: Phone: Email: State Incorporated/Organized: Cage Code: ACH Payment Information Domestic (US) Payment Bank Name: Apply to: Checking Savings Account No.: ABA (ACH) No.: Payment Ref3:

3 Payment Reference – (Optional) Addenda reference field, used to identify deposits. Wire Payment Information International (Non-US) Payment IBAN / Acct.: SWIFT Code: Sort Code:

***A current W-9 / W-8 BEN (E) is required in addition to this form for tax purposes*** Business Classification Definitions appear on page 2 of this document Select One: If Small Business / Individual, check all applicable:

Small Business / Individual (SB) Small Disadvantaged Business (SDB) includes Minority Owned Large Business (LB) Woman-Owned Small Business (WOSB) Government Agency (GA) Veteran-Owned Small Business (VOSB) Non-Profit Business (NPB) Service Disabled Veteran-Owned Small Business (SDVOSB) Foreign Business (FB) Historically Underutilized Business Zone (HUBZone) Alaska Native (ANC) or Indian Tribe NOT a Small Business

Alaska Native Corporation (ANC) or Indian Tribe not certified by SBA as Small Disadvantaged Business

Educational Institution (EI)

If Educational Institution, check no more than one: Historic Black College or University (HBCU) Minority Institution (MI)

I CERTIFY THAT THE INFORMATION CONTAINED IN THIS FORM IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND I AM AUTHORIZED TO MAKE THESE CERTIFICATIONS AND REPRESENTATIONS ON BEHALF OF MY ORGANIZATION. I RECOGNIZE THAT THE JHU/APL MAY FORWARD THIS CERTIFICATION TO THE U.S. GOVERNMENT. THE PENALTY FOR MAKING FALSE STATEMENTS IS PRESCRIBED IN 15 U.S.C. 645(D); PUNISHMENT INCLUDES IMPOSITION OF A FINE, IMPRISONMENT, OR BOTH, AND POSSIBLE ADMINISTRATIVE REMEDIES INCLUDING SUSPENSION AND DEBARMENT. I HEREBY ACKNOWLEDGE THAT MY ORGANIZATION IS RESPONSIBLE FOR UPDATING THE INFORMATION CONTAINED HEREIN WHEN CHANGES OCCUR AND/OR ANNUALLY HEREAFTER IN ORDER TO CONTINUE TO BE ELIGIBLE TO DO BUSINESS WITH JHU/APL.

CONSENT TO USE OF ELECTRONIC SIGNATURES BY CHECKING HERE, I AGREE TO THE USE OF ELECTRONIC SIGNATURES AS VALID, LEGALLY BINDING

SUBSTITUTES FOR ORIGINAL, HANDWRITTEN SIGNATURES ON THIS DOCUMENT.

Company

Name (Signature) Name (Printed)

Title Date of Execution

Primary Business Purpose Brief description of goods/services as detailed on page 2 Our goods / services are:

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Small Business means a concern, including its affiliates, that is independently owned and operated, not dominant in the field(s) of operation in which it is bidding on government contracts, and qualified as a small business under the criteria and size standards in 13 C.F.R. 121. (If in doubt, consult with the Small Business Administration Office in your area.) Individual is any citizen of the United States or an alien lawfully admitted for permanent residence in business for himself as a consultant, a corporation, or a sole proprietorship.

Disadvantaged Small Business is a small business which is at least 51 percent owned by one or more socially and economically disadvantaged individuals; or, in the case of any publicly owned business, of which at least 51 percent of the stock is owned by one or more socially and economically disadvantaged individuals; and whose management and daily business operations are controlled by one or more of such individuals. Socially and economically disadvantaged individuals include: Black Americans; Hispanic Americans; Native Americans (American Indians, Eskimos, Aleuts and native Hawaiians); Asian-Pacific Americans (U.S. citizens whose origins are from Japan, China, the Philippines, Vietnam, Korea, Samoa, Guam, the U.S. Trust Territories of the Pacific, Northern Marianas, Laos, Cambodia, and Taiwan); Asian Indian Americans (U.S. citizens whose origins are from India, Pakistan, and Bangladesh); and other minorities, or any individuals found to be disadvantaged by the Small Business Administration. Woman-Owned Small Business is a small business, which is at least 51 percent, owned by a woman or women who are U.S. citizens and who also control and operate the business. “Control” in this context means exercising the power to make policy decisions. “Operate” is defined as actively involved in the day-to-day management. Veteran-Owned Small Business is a small business not less than 51% of which is owned by one or more veterans or, in the case of any publicly owned business, not less than 51% of the stock of which is owned by one or more veterans. Service-Disabled Veteran-Owned Small Business is a small business not less than 51% of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51% of the stock of which is owned by one or more service-disabled veterans. HUB Zone must be located in a “historically underutilized business zone” or HUB Zone. A HUB Zone is an area that is located in one or more of the following: a qualified census tract (as defined in section 42 (d) (5) (C) (i) (l) of the Internal Revenue Code 0f 1986); a qualified “non-metropolitan county” (as defined in section 143 9k) (2) (B) of the Internal Revenue Code of 1986) with a median household income of less than 80 % of the State median household income or with an unemployment rate of not less than 140% of the statewide average, based on US Department of Labor recent data; or lands within the boundaries of federally recognized Indian reservations. Per FAR 19.703 and the clause at 52.219-9 to clarify that prime contractors must confirm that a subcontractor representing itself as a Historically Underutilized Business Zone (HUB Zone) small business concern is certified, consistent with the requirements of 15 U.S.C. 632 et seq., as amended. Indian tribe means any Indian tribe, band, group, pueblo, or community, including native villages and native groups (including corporations organized by Kenai, Juneau, Sitka, and Kodiak) as defined in the Alaska Native Claims Settlement Act (43 U.S.C.A. 1601 et seq.), that is recognized by the Federal Government as eligible for services from the Bureau of Indian Affairs in accordance with 25 U.S.C. 1452(c). This definition also includes Indian-owned economic enterprises that meet the requirements of 25 U.S.C. 1452(e). Alaska Native Corporation (ANC) means any Regional Corporation, Village Corporation, Urban Corporation, or Group Corporation organized under the laws of the State of Alaska in accordance with the Alaska Native Claims Settlement Act, as amended (43 U.S.C. 1601, et seq.) and which is considered a minority and economically disadvantaged concern under the criteria at 43 U.S.C. 1626(e)(1). This definition also includes ANC direct and indirect subsidiary corporations, joint ventures, and partnerships that meet the requirements of 43 U.S.C. 1626(e)(2).

Large Business concern is one, which exceeds the size standards, to qualify as a small business, in FAR 19.102 stated by NAICS, number of employees or annual receipts in millions of dollars. The size standards can also be found in 13 CFR 121. Government Agency has the same meaning as the term 'agency' in section 551 (I) title 5, United States Code:

(1) An agency of The Government of the United States of America;(2) The Executive Branch of the Government;(3) The Departments, Independent Offices and Establishments of The Executive Branch of the Government.

Non-Profit Business is an institution, corporation, trust, association, cooperative or other organization which: (1) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest;(2) Is not organized primarily for profit;(3) Uses its net proceeds to maintain, improve, and/or expand its operations;(4) Is owned and operated by one or more corporations or associations whose net earnings do not benefit, and cannot lawfully benefit, any

private shareholder or entity;(5) Of which no substantial part of the activities is carrying on propaganda or otherwise attempting to influence legislation or participating in

any political campaign on behalf of any candidate for public office; and(6) Which are exempt from federal income taxation under section 501 of the Internal Revenue Code.

Foreign Business and Foreign Persons: Foreign Persons shall mean any natural person who is not a lawful permanent resident as defined by 8 U.S.C. 1101(a)(20) or who is not a protected individual as defined by 8 U.S.C. 1324b(a)(3). It also means any foreign corporation, business association, partnership, trust, society or any other entity or group that is not incorporated or organized to do business in the United States, as well as international organizations, foreign governments and any agency or subdivision of foreign governments (e.g. diplomatic missions). Primary Business Purpose; Briefly describe your primary business purpose, i.e. legal services, engineering services, royalties, real property leasing, manufacturing, sale of commercial-off-the-shelf items, etc. Educational Institution is any public or private post-secondary school, junior college, College University, or other degree granting educational entity

(1) That is located in the United States, its possessions, and Puerto Rico; and(2) That has an accredited education program approved by an appropriate accrediting body.

Historically Black College or University as prescribed in 34 CFR 608.2 is an institution of higher learning that must; be a historically black college or university; have been established before 1964; have a principal mission that was, and is, the education of Black Americans; and be and have been for five academic years preceding the academic year for which it seeks a grant. Minority Institution means an institution of higher education whose enrollment of a single minority, 25 percent Hispanic, or a combination of minorities (excluding Asian-Americans) exceeds 50 percent of the total enrollment, as prescribed in 20 U.S.C. 1101a (5)(A) and (B). Minority means American Indian, Alaskan Native, Black Americans, Hispanic (including persons of Mexican, Puerto Rican, Cuban, and Central or South American origin), Pacific Islander or other ethnic group under-represented.

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DEFINITIONS: Terms used in these representations and certifications are defined in paragraph (a) of FAR 52.212-3.

Subcontractor DUNS Number

Subcontractor Parent Company DUNS Number (if applicable)

Subcontractor Primary Address (Must include nine-digit zip code) Congressional

District

Primary location for performance (if different from Primary Address) (Must include nine-digit zip code)

Congressional District

North American Industry Classification System (NAICS) Code(s) (primary and tertiary)

NAICS Code NAICS Code NAICS Code NAICS Code NAICS Code NAICS Code

FAR 52.204-24 & 25 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020) (This certification must be completed if your company would like to be considered for any PO or subcontract awards.)

(a) Definitions. As used in this clause—Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at

the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China. Covered telecommunications equipment or services means–

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or anysubsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of criticalinfrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the

Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means– (1) Defense articles or defense services included on the United States Munitions List set forth in the

International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export

Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological

weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, andtechnology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations(relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 ofsuch Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control ReformAct of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

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Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM)(https://www.sam.gov) for entities excluded from receiving federal awards for “covered telecommunications equipment or services”.

(c) Representation. The Offeror represents that—

(1) It will / will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds “will” in paragraph (d)(1) of this section; and

(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that—

It does / does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. If Offeror checks "does" above, Offeror shall provide the additional disclosure information as required under paragraph (e) of FAR 52.204-24.

DFARS 252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING (This certification must be completed if your company would like to be considered for any federally funded PO or subcontract awards, except for the sale of solely Commercial-Off-The-Shelf (COTS) items.)

Contractor certifies that its information system security protections meet / do not meet National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171, “Protecting Controlled Unclassified Information in Nonfederal Information Systems and Organizations,” http://dx.doi.org/10.6028/NIST.SP.800-171 currently in effect.

EXPORT CONTROL CERTIFICATION (This certification must be completed if your company would like to be considered for any PO or subcontract awards. Note: You will not be disqualified from awards solely because you are not registered with DDTC.)

Some technology, technical data, or hardware to which your organization may have access (or that your organization will supply) while working with The Johns Hopkins Applied Physics Laboratory are controlled under the International traffic in Arms Regulations, 22 C.F.R. Parts 120-130 ("the ITAR") or the Export Administration Regulations, 15 C.F.R. Parts 730-774 ("the EAR"). In accordance with the ITAR, any person engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services is required to register with the United States Office of Defense Trade Controls (DDTC). Accordingly, we will only share such controlled technology, technical data, or hardware with your organization if it can certify that it is registered or will register with the Office of Defense Trade Controls (unless covered by one of the exemptions set forth in 22 C.F.R. 122.1) as required by the ITAR.

Contractor certifies that it is / is not registered with DDTC.

If registered, expiration date of registration is required Month: Year

FAR 52.203-18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS-REPRESENTATION By submission of its offer, the Offeror represents that it will not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

FAR 52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS. (1) Government agencies are not permitted to use appropriated (or otherwise made available) funds for contracts witheither an inverted domestic corporation, or a subsidiary of an inverted domestic corporation, unless the exception at9.108-2(b) applies or the requirement is waived in accordance with the procedures at 9.108-4.(2) Representation. By submission of its offer, the Offeror represents that it is not an inverted domestic corporation and isnot a subsidiary of one.

FAR 52.225-20 RESTRICTED BUSINESS OPERATIONS IN SUDAN. By submission of its offer, the Offeror certifies that the Offeror does not conduct any restricted business operations in Sudan.

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FAR 52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999) (This certification must be completed if your company would like to be considered for any federally funded PO or subcontract awards.) The Offeror represents that—(a) It has / has not participated in a previous contract or subcontract subject to

the Equal Opportunity clause of this solicitation; (b) has / has not filed all required compliance reports; and (c) Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards.

FAR 52.225-25 PROHIBITION ON CONTRACTING WITH ENTITIES ENGAGING IN CERTAIN ACTIVITIES OR TRANSACTIONS RELATING TO IRAN. (1) The Offeror shall email questions concerning sensitive technology to the Department of State atCISADA106@state.gov.(2) Representation and certifications. Unless a waiver is granted or an exception applies as provided in paragraph (3) ofthis provision, by submission of its offer, the Offeror—(i) Represents, to the best of its knowledge and belief, that the Offeror does not export any sensitive technology to thegovernment of Iran or any entities or individuals owned or controlled by, or acting on behalf or at the direction of, thegovernment of Iran;(ii) Certifies that the Offeror, or any person owned or controlled by the Offeror, does not engage in any activities for whichsanctions may be imposed under section 5 of the Iran Sanctions Act; and(iii) Certifies that the Offeror, and any person owned or controlled by the Offeror, does not knowingly engage in anytransaction that exceeds $3,500 with Iran’s Revolutionary Guard Corps or any of its officials, agents, or affiliates, theproperty and interests in property of which are blocked pursuant to the International Emergency Economic Powers Act (50U.S.C. 1701 et seq.) (see OFAC’s Specially Designated Nationals and Blocked Persons List athttps://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx).(3) The representation and certification requirements of paragraph (o)(2) of this provision do not apply if—(i) This solicitation includes a trade agreements certification (e.g., 52.212-3(g) or a comparable agency provision); and(ii) The Offeror has certified that all the offered products to be supplied are designated country end products.

DFARS 252.225-7042 AUTHORIZATION TO PERFORM The Offeror represents that it has been duly authorized to operate and to do business in the country or countries in which the contract is to be performed.

FAR 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (This certification must be completed if your company would like to be considered for any federally funded PO or subcontract awards greater than $10,000.) The Offeror represents that (a) it has developed and has on file / has not developed and does not have on file, at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41

CFR 60-1 and 60-2), or (b) it has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor.

FAR 52.204-10 EXECUTIVE COMPENSATION CERTIFICATION (This certification must be completed if your company would like to be considered for any federally funded PO or subcontract awards greater than $30,000 / or $25,000 for grant sub-awards.) In accordance with Public Law 109-282 and FAR 52.204-10, Reporting Executive Compensation for First-Tier Subcontract Awards (JUL 2010), you are required to provide certain information pertaining to compensation of executives in order to be eligible for this subcontract award. Please answer the following question(s) in connection with this requirement:

1. Did your company receive 80% or more of its annual gross revenues from Federal contracts(and subcontracts), loans, grants (and subgrants) and cooperative agreements in the precedingfiscal year?

Yes No

2. Did your company receive $25,000,000 or more in annual gross revenues from Federalcontracts (and subcontract), loans, grants (and subgrants) and cooperative agreements in thepreceding fiscal year?

Yes No

3. Does the public have access to information about the compensation of your company’sexecutives through periodic reports filed under 13(a) or 15(d) of the Securities Exchange Act 0f1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? (Todetermine if the public has access to the compensation information, see the U.S. Security andExchange Commission total compensation filing at http://www.sec.gov/answers/execomp.htm.)

Yes No

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If the answers to questions 1 and 2 are “Yes” and the answer to 3 is “No” then you are required to provide the names and total compensation of each of the five most highly compensated executives in your organization as part of this certification, and on an annual basis for the life of this subcontract. Provide this compensation information below.

Name Total Compensation (as defined in FAR 52.204-10(a))

Executive 1

Executive 2

Executive 3

Executive 4

Executive 5

FAR 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEPT 2007) (a) Definitions. As used in this provision—“Lobbying contact” has the meaning provided at 2 U.S.C. 1602(8). The terms“agency,” “influencing or attempting to influence,” “officer or employee of an agency,” “person,” “reasonablecompensation,” and “regularly employed” are defined in the FAR clause of this solicitation entitled “Limitation onPayments to Influence Certain Federal Transactions” (52.203-12).(b) Prohibition. The prohibition and exceptions contained in the FAR clause of this solicitation entitled “Limitation onPayments to Influence Certain Federal Transactions” (52.203-12) are hereby incorporated by reference in this provision.(c) Certification. The Offeror, by signing its offer, hereby certifies to the best of its knowledge and belief that no Federalappropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer oremployee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member ofCongress on its behalf in connection with the awarding of this contract.(d) Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of theOfferor with respect to this contract, the Offeror shall complete and submit, with its offer, OMB Standard Form LLL,Disclosure of Lobbying Activities, to provide the name of the registrants. The Offeror need not report regularly employedofficers or employees of the Offeror to whom payments of reasonable compensation were made.(e) Penalty. Submission of this certification and disclosure is a prerequisite for making or entering into this contractimposed by 31 U.S.C. 1352. Any person who makes an expenditure prohibited under this provision or who fails to file oramend the disclosure required to be filed or amended by this provision, shall be subject to a civil penalty of not less than$10,000, and not more than $100,000, for each such failure.

DFARS 252.225-7050 DISCLOSURE OF OWNERSHIP OR CONTROL BY THE GOVERNMENT OF A COUNTRY THAT IS A STATE SPONSOR OF TERRORISM The Offeror represents, by submission of its offer, that the government of a country that is a state sponsor of terrorism does not own or control a significant interest in— (1) The Offeror;(2) A subsidiary of the Offeror; or(3) Any other firm that owns or controls the Offeror.

FAR 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR 2010) (This certification must be completed if your company would like to be considered for any federally funded PO or subcontract awards over $250,000.) (a)(1) The Offeror certifies, to the best of its knowledge and belief, that—

(i) The Offeror and/or any of its Principals—

(A) Are / are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have / have not, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if Offeror checks “have”, the Offeror shall also see 52.209-7, if included in this solicitation);

(C) Are / are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision;

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(D) Have / have not, within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,000 for which the liability remains unsatisfied.

(1) Federal taxes are considered delinquent if both of the following criteria apply:(i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability

is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to paythe tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(2) Examples.(i) The taxpayer has received a statutory notice of deficiency, under I.R.C. § 6212, which entitles the

taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayerhas been issued a notice under I.R.C. § 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. § 6159. The taxpayer ismaking timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforcedcollection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(ii) The Offeror has / has not within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. (2) “Principal,” for the purposes of this certification, means an officer, director, owner, partner, or a person having primarymanagement or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of adivision or business segment; and similar positions).This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False,Fictitious, or Fraudulent Certification May Render the Maker Subject to Prosecution Under Section 1001, Title 18, UnitedStates Code.(b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, theOfferor learns that its certification was erroneous when submitted or has become erroneous by reason of changedcircumstances.(c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding ofan award under this solicitation. However, the certification will be considered in connection with a determination of theOfferor’s responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requestedby the Contracting Officer may render the Offeror nonresponsible.(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order torender, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of anOfferor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of businessdealings.(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placedwhen making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition toother remedies available to the Government, the Contracting Officer may terminate the contract resulting from thissolicitation for default.

FAR 52.222-38 COMPLIANCE WITH VETERANS' EMPLOYMENT REPORTING By submission of its offer, the Offeror represents that, if it is subject to the reporting requirements of 38 U.S.C. 4212(d) (i.e., if it has any contract containing Federal Acquisition Regulation clause 52.222-37, Employment Reports on Veterans), it has filed the most recent VETS-4212 Report required by that clause.

FAR 52.222-56 CERTIFICATION REGARDING TRAFFICKING IN PERSONS COMPLIANCE PLAN The represents that— (1) It has implemented a compliance plan to prevent any prohibited activities identified in paragraph (b) of the clause at52.222-50, Combating Trafficking in Persons, and to monitor, detect, and terminate the contract with a subcontractorengaging in prohibited activities identified at paragraph (b) of the clause at 52.222-50, Combating Trafficking in Persons;and(2) After having conducted due diligence, either—

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(i) To the best of the Offeror's knowledge and belief, neither it nor any of its proposed agents, subcontractors, or theiragents is engaged in any such activities; or(ii) If abuses relating to any of the prohibited activities identified in 52.222-50(b) have been found, the Offeror or proposedsubcontractor has taken the appropriate remedial and referral actions.

ACCOUNTING, BILLING AND PROPERTY SYSTEM ADEQUACY (This certification must be completed if your company would like to be considered for any cost reimbursable [Time & Material, Cost-Plus-Fixed-Fee, or Cost-No-Fee] PO or subcontract awards.) Contractor certifies that, to the best of its knowledge and belief, Contractor’s Accounting, Estimating and/or Property System and related internal control systems are considered adequate based on the following:

Contractor’s Accounting System has been reviewed by:

Report No.: Date: DCAA DCMA Other Government Agency Audit Independent Audit by a CPA firm and deemed adequate for cost-reimbursable contracting Audit performed was Pre-Award (SF1408) Post-Award (DFARS Criteria) No Audit has been performed on the Contractor’s Accounting System

Contractor’s Estimating System has been reviewed by:

Report No.: Date: DCAA DCMA Other Government Agency Audit Independent Audit by a CPA firm and deemed adequate for cost-reimbursable contracting No Audit has been performed on the Contractor’s Estimating System

Contractor’s Property System has been reviewed by:

Report No.: Date: DCAA DCMA Other Government Agency Audit Independent Audit by a CPA firm and deemed adequate for cost-reimbursable contracting No Audit has been performed on the Contractor’s Property System

INCURRED COST SUBMISSION (This certification must be completed if your company would like to be considered for any cost reimbursable [Time & Material, Cost-Plus-Fixed-Fee, or Cost-No-Fee] PO or subcontract awards.) Pursuant to FAR Part 42.705-1(b) and the requirements of this solicitation, your last final indirect cost rate proposal was submitted on: ____________________

AUDITS OF INSTITUTIONS OF HIGHER EDUCATION AND OTHER NONPROFIT INSTITUTIONS (Single Audit) (This certification must be completed only by non-profit organizations.)

Contractor has completed its annual audit in compliance with the Office of Management and Budget (OMB) Circular for the year ending _______

To comply with Single Audit reporting requirements:

We hereby notify the Johns Hopkins University Applied Physics Laboratory (JHU/APL) as a pass-through entity, that there were no audit findings related to JHU/APL programs at our institution.

Attached is a copy of the independent auditors' reports which present instances of non-compliance with federal laws and regulations which bear directly on the performance or administration of this agreement with JHU/APL, along with copies of responses to auditors' reports and a plan for corrective action.

OWNER/OFFICER CERTIFICATION The following are owner(s) and/or officer(s) of Offeror who currently work, previously worked, or has/had a spouse who works or worked at APL as an employee or leased worker:

Name Year separated from APL

Contractor hereby agrees that all owners and officers are expressly prohibited from using APL resources, including APL facilities, to solicit business from APL or any APL sponsor, from recruiting APL employees, or from encouraging any Contractor employee from doing the same. Violation of this covenant is a material breach of any contract awarded on the basis of this disclosure and may entitle APL to compensatory damages without regard to any other terms contained in the agreement.

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JHU/Applied Physics Laboratory Property Administration System Requirements for Suppliers

1.0 General

This document outlines the requirements of Suppliers as referenced in the terms and conditions of the subcontract. Property subject to this document includes all Government owned special tooling, special test equipment, equipment, and material whether furnished to, acquired by, or fabricated by the Supplier or their subcontractors/vendors in the performance of this subcontract or purchase order. Property may be in the possession of the Supplier for work, test, evaluation, use, retention, and/or storage. Nothing contained in this document shall be construed as invalidating any of the General Provisions of the subcontract or purchase order.

Provisions of the Federal Acquisition Regulation, Defense Acquisition Regulation, National Aeronautical and Space Agency Procurement Regulation for the Control of Government Property in the Possession of the Contractor, in effect on the date of award of the prime contract, are made a part of this procedure. Suppliers shall comply with the provisions thereof relating to the keeping of property control records, identification and marking, segregation and inventory of property, and the control of salvage and scrap. The Supplier shall accept the responsibilities set forth in said manuals with respect to Government property.

It is APL’s policy to designate and use its Supplier Property Control Records as the official property records if they have an approved property system. The official records shall be kept in such condition that, at any stage of completion of the work under the subcontract or purchase order, the status of Government property may be ascertained. In the event the Supplier does not have an approved property system the official records will be maintained by APL until such system approval is obtained.

Suppliers shall not commingle material provided or acquired for use on APL’s subcontract(s) without written approval from APL’s procurement organization.

Suppliers shall report each Government fiscal year all Government property in their possession. This report shall be by contract and will include all property in the possession of their subcontractors as well as property directly in the Suppliers possession.

1.1 Definitions

The following definitions shall apply in the execution of property control under the provisions of this document.

1. Equipment. The term “equipment” means personal property of a capital nature consistingof equipment, vehicles, test equipment, machine tools, furniture and accessory and auxiliaryitems, but excluding special tooling and special test equipment used or capable of use in themanufacture of supplies or in the performance of services or for any administrative or generalplant purpose.

2. Special Tooling. The term “special tooling” means jigs, dies, fixtures, molds, patterns, taps,gauges, other equipment and manufacturing aids, and replacements thereof, which are of sucha specialized nature that, without substantial modification or alteration, their use is limited to thedevelopment or production of particular supplies or parts thereof, or the performance ofparticular services. The terms include all components of such items but does not include:

a. Consumable property; (i.e., items with a cost of less than $200.00 and which areexpected to last less than 2 years)b. Special test equipment; or

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c. Buildings, non-severable structures (except foundations and similar improvementsnecessary for the installation of special tooling), general or special machine tools, or similarcapital items.

3. Special Test Equipment. “Special test equipment,” as used in this part, means eithersingle or multipurpose integrated test units engineered, designed, fabricated or modified toaccomplish special purpose testing in performing a contract. It consists of items or assembliesof equipment, including standard or general purpose items or components that areinterconnected and interdependent so as to become a new functional entity for special testingpurposes. It does not include material, special tooling, facilities (except foundations and similarimprovements necessary for installing special test equipment), and equipment items used forgeneral plant testing purposes.

4. Material. “Material,” as used in this subpart, means property that may be incorporated intoor attached to a deliverable end item or that may be consumed or expended in performing acontract. It includes assemblies, components, parts, raw and processed materials, and smalltools and supplies that may be consumed in normal use in performing a contract.

2.0 Duties and Responsibilities of the Supplier

The Supplier shall be directly responsible and accountable for supplying a list of all property in accordance with the provisions of the subcontract/purchase order. The Supplier shall submit a written presentation of its procedures for control, recording and management of Government Property for approval by APL, unless the Supplier has a Government Approved Property Control System as evidenced by a current Government Approval Letter.

No modification, alteration or major repair to property shall be initiated by the Supplier without prior written approval of the APL Procurement Representative.

The Supplier, within thirty days of termination or completion of the subcontract/purchase order, shall perform a physical inventory adequate for disposal purposes. The inventory shall be required for all Property applicable to the subcontract/purchase order in the custody, control and possession of the Supplier including its subcontractors. Subject to the terms of the subcontract/purchase order, the Supplier will be liable when shortages of property are disclosed or when property is lost, damaged, or destroyed, or where there is unreasonable use or consumption of property as measured by the allowances provided for by the terms of the contract, the bill of material, sound industrial practice, or other appropriate criteria.

2.1 Supplier Liability

The Supplier is liable for all Government or APL Property in their possession and shall report to the APL representative all cases of loss, damage or destruction of Government/APL property in his possession within 30 days of the loss, damage, or destruction.

2.2 Records to be maintained by the Supplier

1. Plant Equipment and/or Agency Peculiar Property.Individual property records shall be maintained by the Supplier on all plant equipment that isacquired in accordance with the contract and on behalf of the Government/APL. This recordshall contain the following minimum information.

a. Federal Supply Code of Manufacturer.b. Manufacturer’s model/part numberc. Serial number and year built.d. U.S. Government identification number (if provided).

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e. Noun name of the item and federal supply classification.f. Acquisition document reference and date (Purchase Order).g. Location.h. Disposition document reference and date.i. Contract number and equivalent code designationj. Unit price when equipment is Government-furnished or cost reimbursable (F.O.B.manufacturer). Including any additions, modifications, or any acquisitions related to theproperty.

The official record for all taggable property will be maintained by APL. The Supplier is responsible for maintaining stock records of material purchased against and charged directly to the subcontract or purchase order and maintained in stock, and all items withdrawn from Supplier owned stores. These records shall indicate the following:

a. Subcontract or purchase order number.b. Nomenclature or description of item.c. Part Numberd. Manufacturee. Quantity received.f. Date received.g. Quantity issued.h. Date issued.i. Balance on-hand.j. Posting reference.k. Unit price.l. Location.m. Disposition.

2.3 Marking and Identification

1. Special Tooling. All items of special tooling shall be marked, to reflect the Supplier’stooling number, and APL/Government ownership.

2. Equipment, Special Test Equipment or APL Provided Property. All items shall bemarked, with property tags. Identification shall consist of a serial number and an indication ofAPL or Government ownership.

2.4 Inventory

The Supplier shall take a physical inventory of all property as specified by the Procurement representative but no less than annually during the period the contract is in effect unless expressly permitted, in writing, by the APL Procurement Representative. The final results of the inventory are due to APL upon completion but no more than 30 days from the time the inventory is completed. Upon termination or contract completion a final inventory is required regardless of the time lapse since the last annual inventory. The results of the final inventory shall be sent to the JHU/APL subcontract representative as soon as the results are known but not more than 45 days from the last day of the period of performance.

2.5 Termination, Cancellation and Contract Close-Out Procedure

Property disposal instructions shall be obtained by submitting, to the APL Procurement Representative, an inventory listing of all remaining residual property supplied, furnished, or loaned for the performance of work thereunder, or purchased, constructed, or fabricated with subcontract funds. This inventory shall classify such property, giving appropriate nomenclature, quantity, acquisition cost, condition code, and identification as follows:

1. Non-expendable items on-hand.

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2. Expendable items on-hand.3. Items constructed or partially constructed under the terms of the subcontract orpurchase order.4. Items permanently attached to the subcontractor’s or vendor’s installation.5. Separate schedules shall be submitted for classified, hazardous, and preciousmaterials residual inventory.

If specifically authorized under the subcontract or purchase order, residual and excess property shall be directly returned to APL upon completion or termination. The Supplier will perform a Physical Inventory and notify APL of the balances. After notification by the Supplier of the balances on hand the APL representative will provide written instructions for the disposal of the property by the supplier.

2.6 Utilization

It is the responsibility of the Supplier to identify property excess or surplus to current and future requirements under this subcontract. When property is identified as surplus or excess it will be reported to APL’s Procurement Representative. Property reported as excess or surplus will be retained until the APL Procurement Representative provides written disposition instructions.

Under no circumstances shall the Supplier use the property acquired under this subcontract for any other purpose or in support of any effort (government, commercial, or internal company) without the prior written authorization of the APL Procurement Representative.

2.7 Records of Scrap

When this subcontract is a cost type contract for the fabrication or other manufacturing or assembly effort the normal scrap associated with the production effort shall be segregated and credited to this subcontract to the extent practical unless the Supplier has a previously approved procedure for the appropriate allocation of normal scrap. The Supplier shall maintain, as appropriate, separate or consolidated records of all scrap generated. These records may be maintained in accordance with the Supplier’s previously approved system for scrap control. All unusual or specifically identifiable scrap associated with this subcontract effort shall be segregated and directly (and specifically) credited to this subcontract.

2.8 Withdrawals from Supplier-Owned Stores

Property withdrawn from the Supplier-owned stores for direct charge to the subcontract or purchase order shall be considered Government property at the time of withdrawal. Residual materials of this type shall be returned to the Supplier-owned stores and credit given the APL Subcontract/purchase order accounts. Transactions of this type shall be posted to the purchase order records and sufficient documentation will be maintained to provide an audit trail for subsequent review.

2.9 Segregation or Commingling of APL or Government Property and Suppliers Property APL or Government Property, particularly material, shall be segregated and kept physically separate from the Suppliers own property (or property for use on another contract) at all times unless authorized in writing by the APL Procurement Representative.

2.10 Financial Control Accounts

The Supplier’s Property Control System should be such as to provide when necessary the dollar amounts of APL or Government owned property in the following classifications:

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1. Land rights therein2. Utility distribution systems3. Buildings, structures, and improvements thereto, excluding plant equipment4. Equipment5. Special tooling6. Special test equipment7. Material

The Supplier’s Property Control System shall be such as to provide the dollar amount of Government Property by Subcontract/Purchase order.

2.11 Access

The Government and/or APL representative(s), and any persons delegated by them, shall at all reasonable times, and with reasonable notice, have access to the premises where the property is located.

2.12 Other Requirements

All other provisions and or changes of subpart 52.245 of FAR will be understood and implemented as part of the Supplier’s Property Control System.

Provisions required by contract language, FAR clauses or other Government regulations not specifically referenced or delineated herein shall still remain in force and in effect.