SBA Form 2414 Women Owned Small Business (WOSB) Program Certification

OMB Approval No. 3245-XXX

Expiration Date: XXX

ATTACHMENT 4

WOMEN OWNED SMALL BUSINESS (WOSB) PROGRAM CERTIFICATION-- EDWOSBs

All EDWOSBs that are interested in submitting an offer on a solicitation that has been set aside for WOSBs or EDWOSBs under the WOSB Program must complete this certification prior to submitting the offer. This includes checking all of the boxes and having an authorized officer of the EDWOSB sign and date the certification. Once the certification is complete, you must upload it to the WOSB Program Repository (go to www.sba.gov/wosb) along with all other required documents.

Please read carefully the following certification statements. The Federal government relies on the information in this certification and any documents or supplemental information submitted to determine whether the business is eligible for a contract authorized under the WOSB Program. The definitions for the terms used in this certification are set forth in the Small Business Act, SBA regulations (13 C.F.R. Part 127), and also any statutory and regulatory provisions referenced in those authorities. In addition, please note that the U.S. Small Business Administration (SBA) may request further clarification or supporting documentation in order to assist in the verification of any of the information provided and that each person signing this certification may be prosecuted if they have provided false information. Any action taken with respect to this certification does not affect the Government’s right to pursue criminal, civil or administrative remedies for incorrect or incomplete information given, even if correct information has been included in other materials submitted to SBA.

The undersigned has reviewed, verified and certifies that (all boxes must be checked):

(i) It is certified as an EDWOSB by a certifying entity approved by SBA, the certifying entity has not issued a decision currently in effect finding that the concern does not qualify as a EDWOSB, and there have been no changes in its circumstances affecting its eligibility since its certification.

• Yes No N/A Explain why N/A:

(ii) It is currently certified by the U.S. Small Business Administration as an 8(a) BD Program Participant and the 51% owner is an economically disadvantaged woman (or women)..

• Yes No N/A Explain why N/A:

(iii) If a corporation, the stock ledger and stock certificates evidence that at least 51% of each class of voting stock outstanding and 51% of the aggregate of all stock outstanding is unconditionally and directly owned by one or more women who are economically disadvantaged. In determining unconditional ownership of the concern, any unexercised stock options or similar agreements held by an economically disadvantaged woman will be disregarded. However, any unexercised stock option or other agreement, including the right to convert non-voting stock or debentures into voting stock, held by any other individual or entity will be treated as having been exercised.

• Yes No N/A Explain why N/A:

(iv) If a partnership, the partnership agreement evidences that at least 51% of each class of partnership interest is unconditionally and directly owned by one or more economically disadvantaged women.

• Yes No N/A Explain why N/A:

(v) If a limited liability company, the articles of organization and any amendments, and operating agreement and amendments, evidence that at least 51% of each class of member interest is unconditionally and directly owned by one or more economically disadvantaged women.

• Yes No N/A Explain why N/A:

(vi) The birth certificates, naturalization papers, or passports show that the business concern is at least 51% owned and controlled by economically disadvantaged women who are U.S. citizens.

• Yes No

(vii) The ownership by economically disadvantaged women is not subject to any conditions, executory agreements, voting trusts, or other arrangements that cause or potentially cause ownership benefits to go to another.

• Yes No

(viii) The 51% ownership by economically disadvantaged women is not through another business entity (including employee stock ownership plan) that is, in turn, owned and controlled by one or more economically disadvantaged women.

• Yes No

(ix) The 51% ownership by economically disadvantaged women is held through a trust, the trust is revocable, and the economically disadvantaged woman is the grantor, a trustee, and the sole current beneficiary of the trust.

• Yes No N/A Explain why N/A:

(x) The management and daily business operations of the concern are controlled by one or more economically disadvantaged women. Control means that both the long-term decision making and the day-to-day management and administration of the business operations are conducted by one or more economically disadvantaged women.

• Yes No

(xi) An economically disadvantaged woman holds the highest officer position in the concern and her resume evidences that she has the managerial experience of the extent and complexity needed to run the concern.

• Yes No

(xi) The economically disadvantaged woman manager does not have the technical expertise or possess the required license for the business but has ultimate managerial and supervisory control over those who possess the required licenses or technical expertise.

• Yes No N/A Explain why N/A:

(xii) The economically disadvantaged woman who holds the highest officer position of the concern manages it on a full-time basis and devotes full-time to the business concern during the normal working hours of business concerns in the same or similar line of business.

• Yes No

(xiii) The economically disadvantaged woman who holds the highest officer position does not engage in outside employment that prevents her from devoting sufficient time and attention to the daily affairs of the concern to control its management and daily business operations.

• Yes No

(xiv) If a corporation, the articles of incorporation and any amendments, articles of conversion, by-laws and amendments, shareholder meeting minutes showing director elections, shareholder meeting minutes showing officer elections, organizational meeting minutes, all issued stock certificates, stock ledger, buy-sell agreements, stock transfer agreements, voting agreements, and documents relating to stock options, including the right to convert non-voting stock or debentures into voting stock evidence that one or more economically disadvantaged women control the Board of Directors of the concern. Economically disadvantaged women are considered to control the Board of Directors when either: (1) one or more economically disadvantaged women own at least 51% of all voting stock of the concern, are on the Board of Directors and have the percentage of voting stock necessary to overcome any super majority voting requirements; or (2) economically disadvantaged women comprise the majority of voting directors through actual numbers or, where permitted by state law, through weighted voting.

• Yes No N/A Explain why N/A:

(xv) If a partnership, the partnership agreement evidences that one or more economically disadvantaged women serve as general partners, with control over all partnership decisions.

• Yes No N/A Explain why N/A:

(xvi) If a limited liability company, the articles of organization and any amendments, and operating agreement and amendments evidence that one or more economically disadvantaged women serve as management members, with control over all decisions of the limited liability company.

• Yes No N/A Explain why N/A:

(xvii) No males or other entity exercise actual control or have the power to control the concern.

• Yes No

(xviii) The economically disadvantaged woman upon whom eligibility is based has read the SBA’s regulations defining economic disadvantage and can demonstrate that her personal net worth is less than $750,000, excluding her ownership interest in the concern and her equity interest in her primary personal residence.

• Yes No

(xix) The personal financial condition of the woman claiming economic disadvantage, including her personal income for the past three years (including bonuses, and the value of company stock given in lieu of cash), her personal net worth and the fair market value of all of her assets, whether encumbered or not, evidences that she is economically disadvantaged.

• Yes No

(xx) The adjusted gross income of the woman claiming economic disadvantage averaged over the three years preceding the certification does not exceed $350,000.

• Yes No

(xxi) The adjusted gross income of the woman claiming economic disadvantage averaged over the three years preceding the certification exceeds $350,000; however, the woman can show that this income level was unusual and not likely to occur in the future, that losses commensurate with and directly related to the earnings were suffered, or that the income is not indicative of lack of economic disadvantage.

• Yes No N/A Explain why N/A:

(xxii) The fair market value of all the assets (including her primary residence and the value of the business concern but excluding funds invested in an Individual Retirement Account or other official retirement account that are unavailable until retirement age without a significant penalty) of the woman claiming economic disadvantage does not exceed $6 million.

• Yes No

(xxiii) The woman claiming economic disadvantage has not transferred any assets within two years of the date of the certification.

• Yes No

(xxiv) The woman claiming economic disadvantage has transferred assets within two years of the date of the certification. However, the transferred assets were: (1) to or on behalf of an immediate family member for that individual's education, medical expenses, or some other form of essential support; or (2) to an immediate family member in recognition of a special occasion, such as a birthday, graduation, anniversary, or retirement.

• Yes No N/A Explain why N/A:

(xxv) SBA, in connection with an examination or protest, has not issued a decision currently in effect finding that this business concern does not qualify as a EDWOSB.

• Yes No

(xxvi) All required documents verifying eligibility for the EDWOSB requirement have been submitted to the WOSB Program Repository, including any supplemental documents if there have been changes since the last representation, or will be submitted to the contracting officer if the repository is unavailable and then posted to the WOSB Program Repository within thirty (30) days of the repository becoming available.

• Yes No

• All the statements and information provided in this form and any documents submitted are true, accurate and complete. If assistance was obtained in completing this form and the supporting documentation, I have personally reviewed the information and it is true and accurate. I understand that these statements are made for the purpose of determining eligibility for a WOSB Program contract.

• I understand that the information submitted may be given to Federal, State and local agencies for determining violations of law and other purposes. The certifications in this document are continuing in nature. Each EDWOSB or WOSB prime contract for which the EDWOSB submits an offer/quote or receives an award constitutes a restatement and reaffirmation of these certifications. I understand that the EDWOSB may not misrepresent its status as a EDWOSB or WOSB to: 1) obtain a contract under the Small Business Act; or 2) obtain any benefit under a provision of Federal law that references the WOSB Program for a definition of program eligibility.

• I am an officer of the EDWOSB authorized to represent it and sign this certification on its behalf.

Warning: By signing this certification you are representing on your own behalf, and on behalf of the EDWOSB, that the information provided in this certification, and any document or supplemental information submitted, is true and correct as of the date set forth opposite your signature. Any intentional or negligent misrepresentation of the information contained in this certification may result in criminal, civil or administrative sanctions including, but not limited to: 1) fines of up to $500,000, and imprisonment of up to 10 years, or both, as set forth in 15 U.S.C. § 645 and 18 U.S.C. § 1001, as well as any other applicable criminal laws; 2) treble damages and civil penalties under the False Claims Act; 3) double damages and civil penalties under the Program Fraud Civil Remedies Act; 4) suspension and/or debarment from all Federal procurement and nonprocurement transactions; and 5) program termination.

Signature	Date__/__/__
Print Name (First, Middle, Last)
Title
Business Name

PLEASE NOTE: According to the Paperwork Reduction Act, you are not required to respond to this information collection unless it displays a valid OMB approval number. The estimated burden for completing this form is 2 hours per response. If you have questions or comments concerning this estimate or other aspects of this information collection, please contact the US Small Business Administration, Chief, Administrative Information Branch, Washington, D.C. 20416 and/or SBA Desk Officer, Office of Management and Budget, New Executive Office Building, Room 10202, Washington, D.C. 20503.

WOSB Program Certification - EDWOSB

Page 6 of 6

SBA Form 2414 (10-10)