Attachment J.3 Contractor Offeror Conflict of Interest Template.docx

ATTACHMENT J.3

CONTRACTOR/OFFEROR CONFLICT OF INTEREST TEMPLATE

(OCT 2020)

In accordance with Section H.3 of the solicitation/contract, please include all of the information contained herein (Section A-Section D) as part of your proposal submission or during contract performance, as required. A response must be provided even if no conflict exists. Since all of the information to be submitted cannot be contained within this template, a Table of Contents shall be provided with your submission.

Use of this actual template is not required. This template is provided as a sample of the type of information the Centers for Medicare and Medicaid Services (CMS) requires for adequate analysis. If the contractor/offeror uses their own template or form, the offeror/contractor shall ensure that, at a minimum, the information that would have otherwise been captured in this template is provided.

SUBMISSION TYPE:

Initial Submission for Offerors (Solicitation) Revised Submission for Contractors (Post-Award)

A. DESCRIPTION OF CORPORATE AND ORGANIZATIONAL STRUCTURE:

Contractors/offerors shall provide:

1. High level organizational charts that show the complete corporate organizational structure of the contractor/offeror, to include parent and affiliated (as defined in FAR 2.101) organizations, as applicable;

2. An internal organization chart of the entity performing the work; and

3. A narrative explanation of the structure/ownership of the contractor/offeror.

B. DESCRIPTION OF ALL ACTUAL, POTENTIAL, AND/OR APPARENT CONFLICT(S) OF INTEREST (COI(s)) AND FINANCIAL INTEREST(S)/RELATIONSHIP(S):

Contractors/offerors shall provide the following:

1. COI OVERSIGHT PROCESS: Describe the COI oversight process, including but not limited to how the contractor/offeror identifies and resolves organizational and personal COIs (See Section H.3 of the solicitation/contract).

2. DISCLOSURE OF CONTRACTS THAT COULD POSE AN ACTUAL, POTENTIAL, AND/OR APPARENT COI: Disclose all current/active and known future non-foreign contracts that give rise to an actual, potential, and/or apparent COI, for themself, their parent(s), and/or their affiliate(s) (as defined in FAR 2.101), including potential subcontracts. Please copy all lines below the header for each listed contract, using the table below:

Potential and/or Apparent)* Type of COI (UA, BG and/or IO)**

Description of supplies/services provided under the contract, subcontract, or other relationship:

Explanation (Provide an explaination as to why the contract, subcontract, or other relationship is or is not a conflict and provide mitigation (see Section B.4 below), as applicable):

* State whether any disclosed COI is:

a. Actual,

b. Potential, and/or

c. Apparent

** State whether the Actual, Potential, and/or Apparent COI is:

a. Unequal Access (UA),

b. Biased Ground Rules (BG), and/or

c. Impaired Objectivity (IO) (See Section H.3 of the solicitation/contract for definitions of COIs and explanations of UA, BG, and IO)

3. FINANCIAL INTERESTS/RELATIONSHIPS: As defined in Section H.3 of the solicitation/contract, any organizational financial interests/relationships that cause an actual, potential, and/or apparent UA, BG and/or IO COI shall be disclosed in sufficient detail for the Government’s independent analysis. Please copy all lines below the header for each listed financial interest/relationship, using the table below:

Description of financial interest/relationship:

Explanation (Provide an explaination as to why the financial interest/relationship is or is not a conflict and provide mitigation (see Section B.4 below), as applicable:

* State whether any disclosed COI is:

a. Actual,

b. Potential, and/or

c. Apparent

** State whether the Actual, Potential and/or Apparent COI is:

a. Unequal Access (UA),

b. Biased Ground Rules (BG), and/or

c. Impaired Objectivity (IO) (See Section H.3 of the solicitation/contract for definitions of COIs and explanations of UA, BG, and IO)

4. CONFLICT OF INTEREST MITIGATION (See Section H.3.b of the solicitation/contract for the definition of “Mitigation”): For each actual, potential, and/or apparent UA, BG and/or IO COI identified in Section B.2. or Section B.3. above, provide a proposed mitigation plan for Contracting Officer’s consideration. The mitigation plan shall include the following, at a minimum:

a. A description of the COI, including its classification as actual, potential and/or apparent;

b. The rationale for identification as one (1) or more of the three (3) types of COIs (i.e., UA, BG and/or IO);

c. The mitigation strateg(ies) for the COI;

d. The timeframes for resolving the COI; and

e. The plan for monitoring the COI.

C. PERSONAL CONFLICTS OF INTEREST (PCI) – (See Section H.3.b of the solicitation/contract for definitions)

1. PCI DISCLOSURES & ANALYSIS: The contractor/offeror shall ensure that the organization has analyzed each PCI Financial Disclosure to determine whether actual, potential, and/or apparent PCIs exist. Information should be gathered and analyzed for, but not limited to, all governing body members (e.g., board of directors, trustees, etc.), principals of the organization, as defined by FAR 52.203-13, and each manager and key personnel who would be, or are involved with the performance of the contract.

To assist in the identification and analysis of PCIs, the offeror/contractor should consider the following, at a minimum, in determining if PCIs are present. This information shall not be disclosed to the Government.

a. Assets, sources of income, outside positions, etc. for self, spouse/domestic partner, and/or any dependent(s);

b. Assets and healthcare-related income arrangements, or agreements to include healthcare-related stock, bond, sector fund, employer or business fees, commission, honoraria, real estate investment, for self, spouse/domestic partner, and/or any dependent(s);

c. Liabilities for self, spouse/domestic partner, and/or any dependent(s); and

d. Non-employer healthcare travel-related reimbursements or gifts.

2. MITIGATION PLAN: In the event that a PCI is identified, disclosure and mitigation shall be provided, in accordance with the directions detailed in Section B.4 above, with the removal of individual names.

D. SUBCONTRACTORS (Pre- and Post- Award):

The prime contractor/offeror shall be responsible for conducting an analysis of each of their subcontractors’ COI submissions, in order to ensure that the subcontractor can perform conflict-free services. The prime contractor/offeror shall include each of their analyses of subcontractors’ COI submissions with their proposal. The prime contractor shall not submit the subcontractor’s underlying J.3, Contractor/Offeror Conflict of Interest Template, which includes the subcontractor’s disclosures, to the Government.

The prime contractor’s/offeror’s analysis of each subcontractor’s COI submission shall include:

a. Whether or not the subcontractor responded to all of the COI submission criteria stated herein;

b. A determination of whether an actual, potential, and/or apparent UA, BG, and/or IO COI has been, or must be, mitigated;

c. An analysis of the subcontractor’s mitigation strateg(ies); and

d. If a COI must be mitigated, a recommendation to the Contracting Officer of the acceptability of the mitigation strateg(ies).

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