Attachment 2 Draft OCI Clause.pdf

(a) The following restrictions and definitions apply to prevent conflicting roles which may bias the Contractor's judgment or objectivity, or to preclude the Contractor from obtaining an unfair competitive advantage in concurrent or future acquisitions.

(1) Descriptions or definitions:

"Contractor" means the business entity receiving the award of this contract, its parents, affiliates, divisions and subsidiaries.

"Development" means all efforts towards solution of broadly-defined problems. This may encompass research, evaluating technical feasibility, proof of design and test, or engineering of programs not yet approved for acquisition or operation.

"Proprietary Information" means all information designated as proprietary in accordance with law and regulation, and held in confidence or disclosed nder restric ion to prevent uncontrolled distribution. Examples include limited or restricted data, trade secrets, ensitive financial information, and computer software; and may appear in co t and pricing data or involve classified information.

(2) Restrictions: Any firm that partic ted in preparation of this solicitation (including task orders), whether as a prime or a a ubcontractor, is not eligible to participate in this effort due to a conflict of intere t. In dditio any firm performing on the Test Operations and Sustainment (TOS) or succes or cont acts is n t eligible to participate in the FARM II solicitation as a prime or subcontra tor The Government considers such firms to have an unfair competitive advantage and th refore, will not consider such firms if proposed. If a conflict of interest is discovered aft r award f this ontract, the CO will make a decision whether to terminate the contract.

Alternate IV (Oct 2019). As pres ribed in AFFARS 5309.507-2(a)(5), add the following paragraph (b) to the basic clause. If Alternate III is also used, renumber this to paragraph (c).

(b) The Contractor agrees to accept and to complete all issued task orders, and not to contract with Government prime Contractors or first-tier subcontractors in such a way as to create an OCI. The Government realizes the potential exists for actual or perceived OCIs to develop if the Contractors selected for the FARM II also perform work on the Facility Support Services (FSS) II, Base Communications Information Technology Services (BCITS) II, and / or any other AEDC contract(s). To alleviate these concerns, a Contractor performing work in any role on the above contracts must have a Contracting Officer approved mitigation plan prior to award of any FARM II task order. In the event an actual or perceived OCI arises during performance of a task order, the contractor shall immediately contact the Contracting Officer and submit a proposed mitigation plan for approval.

Attachment 2 Draft OCI Clause

AF 5352.209-9000 ORGANIZATIONAL CONFLICT OF INTEREST (OCT 2019) -

ALTERNATE IV (OCT 2019)

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(c) The Contractor shall comply with all restrictions described in FAR 9.505. The Contractor must also thoroughly inculcate in its employees, through formal training in company policies and procedures, an awareness of the philosophy of both this requirement and FAR Subpart 9.5. All employees shall be educated in and formally acknowledge the absolute necessity of refraining from divulging proprietary information from other companies received in connection with work under this contract to any unauthorized person.

(d) The Contractor shall report any violation or suspected violation of this clause or a Government-approved OCI mitigation plan, whether by its own personnel or those of its subcontractors, to the CO. This report shall include a description of the violation and the actions the Contractor has taken or proposes to take to mitigate and avoid repetition of the violation.

The Contractor shall routinely monitor its proposed business development and shall discuss any real or perceived OCI issues with the CO and affected AEDC customers to proactively resolve and / or mitigate potential OCI issues. After conducting any necessary discussions, the CO and the Contractor shall agree on appropriate corrective action, if any or the CO shall direct such action, subject to the terms of this contract.

(e) OCI violations are a significant contract performanc issue. Vio tions of an OCI mitigation plan or this clause may have consequences such as contract termination, suspension and debarment, or other appropriate remedies or adminis ative actions.

(f) The Contractor may propose changes to an pproved OCI mitigation plan. Such changes are subject to the mutual agreement of the parties nd w become effective only upon incorporation by contract modification or written approval of he revised plan by the CO.

Atch 2 OCI Clause

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