2. GLOBALCAP OCI Clauses and Provisions.docx

Attachment GLOBALCAP OCI Clauses and Provisions

GLOBALCAP AND GLOBAL ADVISORY CLAUSES AND PROVISIONS

H.XX ORGANIZATIONAL CONFLICT OF INTEREST – GLOBALCAP AND GLOBAL ADVISOR PROGRAMS

(Clause prescribed for GLOBALCAP and Global Advisory)

(a) The following definitions apply to this acquisition:

(1) Advisory services. Advisory services means any service provided under an advisory task order.

(2) Advisory services contractor. Advisory services contractor means a contractor that provided, provides, or intends to provide advisory services.

(3) Advisory task order. Advisory task order means any task order issued under the Africa Advisory, GPI Advisory, or Global Advisors IDIQ programs. For purposes of this clause, this definition does not include contracts for advisory services issued under other programs or by other agencies.

(4) Capacity building contractor. Capacity building contractor means a contractor that provided, provides, or intends to provide capacity building services.

(5) Capacity building services. Capacity building services means any service provided under a capacity building task order.

(6) Capacity building task order. A capacity building task order means any task order that was issued under the AFRICAP III, GPOI/ACOTA, or GLOBALCAP IDIQ programs. For purposes of this clause, this definition does not include contracts for advisory services issued under other programs or by other agencies.

(7) Contractor. The meaning of Contractor includes prime contractor, subcontractor, co-sponsor, joint venture, consultant, teaming arrangement partner, successor in interest, affiliate, or any entity in a relationship that involves sharing of non-public information about one or more advisory and/or capacity building task order(s).

(b) Background. Department of State advisory service projects may include work closely related to Department capacity building projects. One Department initiative may result in issuance of task orders for both advisory services and capacity building services. At times, the need for capacity building services may become known as the result of, or subsequent to, advisory service work. The relationship between these two categories of services creates a unique potential for organization conflict of interest.

(c) Purpose. The primary purpose of this clause is to aid in ensuring that the Contractor

(1) is not biased because of its past, present, or currently planned interests (financial, contractual, organizational, or otherwise) which relate to the work under this contract, and

(2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

(d) Access to and use of information.

(1) If the Contractor, in the performance of this contract, obtains access to information such as Department plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (Pub. L. 93-579), or data which has not been released or otherwise made available to the public; the contractor agrees that without prior written approval from the contracting officer it shall not:

(A) use such information for any private purpose unless the information has been released or otherwise made available to the public;

(B) compete for work for the Department based on such information for a period of one year after either the completion of this contract or until such information is released or otherwise made available to the public, whichever occurs first;

(C) submit an unsolicited proposal to the Government which is based on such information until one year after such information is released or otherwise made available to the public; or

(D) release such information unless such information has previously been released or otherwise made available to the public by the Department.

(2) In addition, the Contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974, or other confidential or privileged technical, business, or financial information under this contract, it shall protect this information from unauthorized use or disclosure for as long as it remains proprietary and refrain from using the information for any purpose other than that for which it was furnished.

(e) Disclosure after award.

(1) The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor will make a full disclosure in writing to the contracting officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take to avoid or mitigate the actual or potential conflict.

(2) If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the contracting officer, the Government may terminate the contract for default.

(f) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts of any tier which involve performance or work of the type specified in subparagraph (d)(1) of this clause or access to information of the type covered in subparagraph (d)(2) of this clause. The Contractor shall obtain for the Department an Organizational Conflict of Interest Disclosure Statement or Representation from each intended subcontractor or consultant. The Contractor shall not enter into any subcontract nor engage any covered advisory services unless the Contracting Officer shall have first notified the Contractor that there is little or no likelihood that an organizational conflict of interest exists or that despite the existence of a conflict of interest the award is in the best interest of the Government.

(g) Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government may terminate the contract for default, disqualify the Contractor for subsequent related contractual efforts and pursue such other remedies as may be permitted by law or this contract.

(h) Waiver. Requests for waiver under this clause shall be directed in writing to the Contracting Officer and shall include a full description of the requested waiver and the reasons in support thereof. If it is determined to be in the best interests of the Government, the Contracting Officer shall grant such a waiver in writing.

(i) Modifications. Prior to any contract modification (except for the exercise of options) which modifies the statement of work to add new work, significantly increases the period of performance, or changes the parties to the contract, the Contractor shall adhere to ¬ORGANIZATIONAL CONFLICT OF INTEREST – GLOBALCAP AND GLOBAL ADVISOR PROGRAMS clause (d) through (f) above.

H.XX ORGANIZATIONAL CONFLICT OF INTEREST – GLOBALCAP AND GLOBAL ADVISOR PROGRAMS (ALT I) (Clause prescribed for Global Advisory Only)

(j) The following restrictions apply to advisory services contractors:

(1) Contractor is not eligible to participate in capacity building task orders, subcontracts, or proposal preparation (solicited or unsolicited) in any country where Contractor has provided advisory services to the government of that country within the past year.

(2) Contractor is not eligible to participate in capacity building task orders, subcontracts, or proposals (solicited or unsolicited) in any country until one year following the end of period of performance of an advisory services task order in that country.

(3) Unless so directed in writing by the contracting officer, a contractor shall not perform any advisory services work under a capacity building task order on or relating to any of its products or services or the products or services of another firm if the contractor is or has been substantially involved in their development or marketing.

(k) By submitting an offer under GLOBALCAP solicitation 19AQMM22R0026, Contractor acknowledges and agrees that paragraphs (a)(1) through (a)(3) will apply to any and all active advisory services contracts held by Contractor if Contractor’s offer is selected for award.

H.XX ORGANIZATIONAL CONFLICT OF INTEREST – GLOBALCAP AND GLOBAL ADVISOR PROGRAMS – MUTUAL RESTRICTIONS (Provision prescribed for both GLOBALCAP and Global Advisory)

(a) An offeror shall not be eligible for award under both GLOBALCAP solicitation 19AQMM22R0026 and Global Advisory solicitation 19AQMM22R0071. “Offeror” includes joint ventures, teams, or other business partnerships consisting of the same individual entities.

(b) Submission of an offer under GLOBALCAP solicitation 19AQMM22R0026 shall indicate offeror’s acknowledgement that the offeror is restricted from submitting an offer under Global Advisory solicitation 19AQMM22R0071 and shall constitute irrevocable agreement that any such submission may be considered invalid without further notice.

(c) Submission of an offer under Global Advisory solicitation 19AQMM22R0071 shall indicate offeror’s acknowledgement that the offeror is restricted from submitting an offer under GLOBALCAP solicitation 19AQMM22R0026 and shall constitute irrevocable agreement that any such submission may be considered invalid without further notice.

(d) Withdrawal of an offer under either GLOBALCAP solicitation 19AQMM22R0026 or Global Advisory solicitation 19AQMM22R0071 will not revoke Offer’s agreement to restrictions regarding offer validity under paragraph (b) or (c).

(e) A restriction triggered by paragraph (b) or (c) may only be removed only by written notice from the contracting officer. The decision to remove any restriction will be at the sole discretion of the contracting officer.

SENSITIVE BUT UNCLASSIFIED

SENSITIVE BUT UNCLASSIFIED