TEAMS-Next OCI Policy QA Matrix - 09Sep2020.pdf

TEAMS-Next OCI Guiding Principles MDA Government Comment Matrix Compilation

# Page # Paragraph / Table Number Comment/ Rationale Proposed Resolution(s) Government Response

1 4 Table 2.0

According to Table 2.0, the A3 contract has three large engineering contracts that are restricted. It is our understanding that the purpose of the A3 contract is to provide SME/gray beard expertise to MDA Stakeholders for specialized support, typically for limited periods of performance, on a surge basis. The benefit to MDA of having access to a pool of gray beards is that this expertise has been developed and honed over many years of dedicated service to MDA by personnel who are primarily engineers. If A3 contractors are prohibited from participating in the TEAMS-Next SETA engineering contracts, it will be extremely difficult for the A3 contractors to enable MDA Stakeholders access to gray beards with the expertise, experience, and understanding to meet MDA’s specialized requirements. Due to the surge and typically compartmented nature of the tasks, the Prime Contractor can easily evaluate each new tasking, and only assign the tasks to subcontractors who have no OCIs on that task.

Request MDA remove the blanket restrictions between the A3 contract and the cited contracts, and instead require the A3 Prime contractor to ensure all personnel supporting A3 tasks be OCI free for the areas they are supporting. MDA can maintain visibility into the Prime’s OCI management by requiring the Prime to regularly report the selection of subcontractors for each task, provide their subcontractors’ OCI-free certifications, and describe their continuing activities in ensuring no new conflicts arise on existing tasks.

The restrictions between A3 and the cited contracts are necessary to provide a wholly independent assessment of MDA technical and programmatic issues. Waivers may be processed as needed over the course of the contract to obtain specific/required expertise.

2 2, 4, and 5 Guiding Principles 2, 8, and 9

Guiding Principle #2 states that offerors must be free of OCIs at the time of award.

Guiding Principle #8 states that offerors must eliminate OCI between TEAMS and TEAMS-Next contracts to be eligible for contract award. Guiding Principle #9 states that OCI between TEAMS-Next and other Agencies’ contracts in support of MDA must also be eliminated to be eligible for contract award. If a contractor is currently providing support that may present potential OCI, divesting that work prior to knowing whether the contractor will be awarded the TEAMS-Next contract results in a loss of business and revenue that may be unnecessary.

Request MDA allow contractors a transition period to divest of any potential OCI work after notification of award. The transition period could be the period between notification of contract award and contract start – with a stipulation that the proposal identifies the potential OCI and includes the contractor’s plan and timeline to eliminate the potential OCI during the grace period.

The offeror's mitigation plan shall demonstrate how conflicting efforts will be resolved within a reasonable period following contract award.

3 4 Table 2.0

The TEAMS-Next QMA RFP released on 18 June indicated there was no restriction between the QMA contract and the A3 contract. Table 2.0 indicates there is a restriction between the QMA contract and the A3 contract.

Please clarify whether there is an OCI restriction between these two contracts.

Correct. The QMA RFP removed restrictions between QMA and A3. This will be updated in the "Guiding Principles for TEAMS-Next OCI" and affected RFPs.

Approved for Public Release 20-MDA-10574 (16 Sep 20)

Table Number Comment/ Rationale Proposed Resolution(s) Government Response

4 2 5.a.

The MDA Modeling and Simulation Contract for Truth Model and Element Representations (MASC-T) supports quantitative evaluation of MDS end-to-end performance with environments developed for the government and not for the MDS developer.

Does the statement in Guiding Principle 5a of the Draft TEAMS-Next OCI Policy pertaining to WILMA as an example of M&S activities not directly related to MDS development or production also apply to the modeling and analysis environments developed under MASC-T?

Reword page 2, number 5a as follows:

Development or production of any portion of the MDS;

this also includes Modeling & Simulation (M&S) activities performed in support of MDS development/production. This does not include M&S activities not directly related to MDS development or production (e.g., WILMA and MASC-T, which provide modeling and analysis environments supporting the quantitative evaluation of MDS end-to-end architecture performance)

Correct, MASC-T is another example of M&S that would not constitute a conflict. The "Guiding Principles for TEAMS-Next OCI" will be revised to reflect MASC-T and other examples. However, it is unlikely that MDA can provide an exhaustive list, particularly for non-MDA contracts for work in support of MDA.

5 2 2

Request clarification of the definition of “OCI-free proposals” in the Draft TEAMS- Next OCI Policy as it relates to subcontractor performance outside of Guiding Principles 6 through 8 in the Draft TEAMS-Next OCI Policy.

Specifically, will MDA assess subcontractor OCIs relative to the portions of a TEAMS-Next subcontract statement of work assigned to the subcontractor, or will subcontractor OCIs be assessed against the entire TEAMS-Next prime contract statement of work?

Reword page 2, number 2 as follows:

Offerors competing for TEAMS-Next requirements must be free of OCIs at the time of award. Primes must be free of OCIs across the contract statement of work and subcontractors must be free of OCIs for the portions of the statement of work for which they were proposed, per their subcontract statement of work.

OCI will be assessed against the entire TEAMS-Next prime contractor SOW; this applies to the prime as well as subcontractors at all tiers. Paragraph 5 will be revised to state the following: "OCI restrictions will be enforced with respect to the entire TEAMS-Next SOW, such that these restrictions apply at the prime level and shall be flowed to all subcontractor levels."

Table Number Comment/ Rationale Proposed Resolution(s) Government Response

6 2 5

This paragraph states that TEAMS-NEXT contractors & subcontractors "will have no involvement in the development, production, or testing of the Missile Defense System (MDS)". In section 5a - 5d there are several examples of what is and is not considered "MDS Development activities".

On 28 April MDA released a MDA20GMRFI02 (GMD-Futres RFI #3) seeking Industry inputs on potential OCI strategies and interest in bidding based on potential OCI decisions. In this RFI MDA makes a clear distinction between the Weapons System Integrator (WSI) contract and the GMD develoment/production contracts.

It is unclear whether MDA considers participate in both the WSI and TEAMS to represent an OCI.

Based on our legal review of both of these draft policies we have concluded that perfoming work on the WSI contract would not result in impaired objectivity, biased ground rules nor unequal access to non-public information and violate the terms of this draft TEAMS-NEXT OCI policy. While we acknowledge that each policy is still und er development, it is critical that Industry be provided timely guidance regarding these policies in order to consider their alternatives and develop effective solutions for the governement

SAIC recommends the following modification to paragraph 5e):

"5e) Development or production efforts performed under the GMD-Futures program. This does not include activities associated with the Weapons Syetems Integrator (WSI) contract which is not considered a MDS development or production contract."

MDA does not agree with this assessment. Specifically, activities associated with the Weapon Systems Integrator for GMD constitute a conflict of interest with TEAMS- Next; such efforts (including management of system engineering, integration, test, cybersecurity verification/validation, etc.) align under the R&D portfolio.

7 2 5

This paragraph states that MDA expects that contractors will choose whether they wish to support the Agency in a MDS development role or as a support services contractor. Given the changes in the acquisition strategy to suppport services (consolidations,number of small business set asides...etc) and the timing of GMD- Futures along with the number of other developmental/production opportunties at other agencies, we are consideing moving to a developmental role.

As part of this assessment we are reviewing how to best avoid and/or mitigate any potential OCI's during this transition. The current TEAMS OCI policy appears to restrict any participation in development/production work regardless of the actual scope or work perfomed and the approval of OCI management/mitigation plans is very rare .

Amend the TEAMS/TEAMS-NEXT OCI policies to allow current TEAMS subcontractors (not considered major IAW DFARS 209.571-7 and -8) to transition to a Development/Production contract provided a timley OCI review has been conducted and approved mitigation plans have been implemented.

OCI will be assessed against the entire TEAMS-Next prime contractor SOW; this applies to the prime as well as subcontractors at all tiers.

A review of MiDAESS and TEAMS OCI history necessitated this change to a flow-down of OCI to all subcontractor tiers.

Table Number Comment/ Rationale Proposed Resolution(s) Government Response

8 2 5a

This section states that since WILMA provides a "modeling and analysis environment supporting the quantitative evaluation of MDS end-to-end architecture performance" it is not considered M&S activities directly related to MDS development or production. and therefore not considered an OCI.

In order to fully assess how we may utilize WILMA to support missile defense inititatives and continue to avoid any potential OCI situations, further clarification is needed concerning the rationale behind the exclusion of WILMA.

Please confirm that WILMA may be utilized to quantitatively evaluate the end-to-end architecture performance of the MDS for purposes other than direct support of MDA/DE and the QRT.

Our assessment of WILMA's exclusion from Development/Production was only in the context of TEAMS-Next considerations. The question of whether WILMA itself conflicts with Development/Production activities would need to be flowed through the proper contracting officers for those particular efforts.

9 1 paragraph 2 - also page 2 item

Statement "Only under very limited circumstances will MDA waive OCIs for TEAMS-NEXT." The use of the word "waive" is ambigious. Does this refer to an actual OCI for a TEAMS Next competitor that is waived - or does it mean a perceived or potential OCI for which a proposed mitigation strategy is approved?

Clarify the term "waive" in this context. Waiver does not refer to an approved mitigation strategy.

Specifically, waiver is referring to an approved exception as set forth in FAR 9.503. The term waiver has the plain meaning context as used in FAR 9.503

10 2 2

Statement "Offerors competing for TEAMS-Next requirements must be free of OCIs at the time of award." In some cases, the mitigation or elimination of the OCI may require divestiture, but this should not be required before the award is made. The current language indicates that divestiture upon award is not acceptable? Similarly, it is possible, even after award, for circumstances to arise that have to be examined and adjudicated. There should be a process by which such issues can be addressed.

Clarify that OCI mitigation after the award is made is acceptable.

The offeror's mitigation plan shall demonstrate how conflicting efforts will be resolved within a reasonable period following contract award.

With respect to potential OCIs that emerge after award, the contractor will follow procedures set forth in Clause H-09.

11 2 2

Statement "Offerors competing for TEAMS-Next requirements must be free of OCIs at the time of award." How does a TEAMS Next competitor become "free of OCI at time of award" in the eyes of MDA?

Clarify how a TEAMS Next competitor can validate their position as free from OCI.

Offerors shall submit OCI Disclosures in accordance with Section L for review by the Government. The offeror's mitigation plan, if any, shall demonstrate how conflicting efforts will be divested within a reasonable period following contract award.

Table Number Comment/ Rationale Proposed Resolution(s) Government Response

12 2 5 a

The distinction made in item 5a uses an example of Modeling and Simulation. This could easily be broadened and made more clear at the same time.

The statement that a TEAMS Next competitor can not do any development or production of any portion of the MDS is quite clear. The converse statement would be more clear if it stated "This does not include any development work that is done on behalf of the t "

We believe your statement is too broad. MDA is providing examples to the extent practicable as a way of demonstrating the boundaries of its OCI policy in order to aid potential offerors in bid/no-bid and/or teaming decisions.

13 2 5 b

Item 5b precludes TEAMS Next competitors from performing SBIR Phase III or prototyping efforts. This seems to be too broad given that the Government could sponsor a Phase III SBIR (rather than an OEM) to provide a capability that is not considered MDS development and production. In other words, not all Phase III SBIRs are necessarily OEM-funded MDS capability development activities, yet this language implies that is the case.

The MDA can and should benefit from the innovation available within its SETA partners as is suggested by allowing SBIR Phase I and II. In particular, some SBIR Phase III efforts could support "M&S activities not directly related to MDS development or production", Systems Engineering tools, or test infrastructure.

Allowance for non-MDS development Phase III SBIRs seems more consistent with the rest of the OCI Policy.

Suggest that MDA consider the potential to allow the government to sponsor a SBIR Phase III rather than an

Concur. Paragraph 5b (now 5c) language will be revised as follows: "Technology development in support of future MDS capabilities, including Small Business Innovation Research (SBIR) Phase III and prototyping efforts (this does not include Phase I and II SBIR or Small Business Technology Transfer (STTR) efforts or Phase III efforts not related to development or production).

14 2 5 c

The distinction made in item 5c relative to testing of MDS capabilities is vague as there is an entire TEAMS Next procurement dedicated to testing the MDS.

Clarify to say that a TEAMS Next competitor can not perform testing on behalf of an MDS OEM, but can perform testing on behalf of the government. It seems that this is the core message: a contractor cannot perform the same or similar MDS work for both the Government and an OEM.

The TEAMS-Next Test contract is a support contract facilitating MDA's testing activities; it is not a contract under which actual testing of systems, components, etc. is executed. Albeit difficult to articulate, the guiding principle conveys that conduct of MDS testing is a function performed by OEM developers; whereas, MDA has a test infrastructure in place to facilitate such tests (ARC, HALO, TEAMS-Next Test, etc.).

15 5 9

Statement - "Conflicts may also exist between TEAMS-Next contracts and other A&AS contracts awarded by other Agencies in support of MDA (through the IAR process). Such conflicts must be eliminated through an acceptable mitigation approach to be eligible for contract award." How is a mitigation approach deemed acceptable by MDA and TEAMS Next acquisition?

How can a TEAMS Next competitor get an MDA opinion on an "acceptable mitigation approach"? Can this be done prior to committing to and submitting a proposal to avoid wasted effort on the part of both the competitor and the governement?

MDA will not entertain pre-solicitation reviews of potential OCI scenarios.

Table Number Comment/ Rationale Proposed Resolution(s) Government Response

16 5 10

Statement - "Prime contractors will be contractually bound to follow their OCI management and mitigation plans (if applicable) and manage potential and real OCIs at all tiers of the supply chain." As a small business who is often a subcontractor to large businesses for TEAMS opportunities, we worry about the overwhelming power this gives to Large Business Primes, who could easily reduce or eliminate SB workshare based on a vague perception of OCI with no recourse available to small businesses.

It would be of great value to the TEAMS Next competitors to have an MDA OCI Ombudsman who would be responsible to independently evaluate OCI circumstances on behalf of both the contractors and the government. As it stands today there is no ready mechanism to vet potential OCI concerns or validate OCI mitigation plans, and, as a result, simply the thought or allegation of an OCI is treated as if it is an actual OCI.

MDA does not have privity of contract with subcontractors. It is the prime contractor's responsibility to manage and maintain OCI restrictions.

17 2 5c

For the past 15 years, MDA has utilized SETA support to conceptualize, pioneer, and develop technology proofs-of-concept for new MDS capability. This activity has been invaluable to the MDA and Nation to advance the state-of-the-art for future capabilities while the OEMs are focused on developing and fielding the operational system. This use of the SETA workforce is one of the primary methods by which the Government engineers and scientists pursue Advanced Technology independent of the large Prime contracts with OEMs, which are typically not focused on such uncertain R&D pursuits. Such SETA work is usually performed at the behest of and in concert with the Government engineers and scientist, is owned by the Government, and is made available to the OEMs for future capability development as they design and develop subsequent generations of the MDS. It allows for the OEMs to provide lower bids since the Government is providing more mature technology and proofs-of-concept demonstrations prior to letting the development contracts.

Eliminating this type of activity will cause a stagnation in capability development over the long-term, cost more, and result in a less capable MDS.

Recommend that allowance is made for MDS Technology development work for future MDS systems on behalf of and in concert with the Government to support developing future requirements, specifications, and maturing technology to allow the Government the potential for incorporating these technologies into future Government MDS plans for development by the OEMs.

MDA's policy provides for such support both on the SETA side as well as in the Phase 1 and Phase 2 stages of

SBIR/STTR.

18 2 Guiding Principle #3 and #5

Reading all of the citations regarding OCI mitigation, avoidance, and a high standard, we interpret MDA's intent as the following: unequal access to non-public information OCI can be mitigated effectively; but impaired obectivity and and biased bround rules OCIs will be extremely difficult, if not impossible, to effectively mitigate for anyone providing systems engineering and technical direction for IARs as defined in FAR 9.505-1. For these types of SETA services, avoidance is the only acceptable approach. Is this interpretation correct?

Please provide clarification in order to understand whether mitigation would be acceptable or avoidance is the only acceptable strategy

MDA concurs; impaired objectivity or biased ground rules cannot be mitigated. If not avoided, such OCIs would require a waiver as set forth in FAR 9.503 (i.e. MDA Director approval).

19 5 Guiding Principle #9

Please provide a list of A&AS/SETA contracts awarded by other Agencies (and funded by MDA), where MDA perceives that an OCI may exist

Please provide clarification to help potentuial offerors and teammates identify potential areas of OCI arising from an entity other than MDA

MDA will not be able to provide an exhaustive list. As stated in the "Guiding Principles for TEAMS-Next OCI", "It is incumbent upon offerors to assess their respective MDA-funded A&AS contracts relative to the guiding principles and internal conflict areas identified above".

20 3 Guiding Principle #5.d and #9

The Advanced Hypersonics Program Office (AHPO) is supporting the Army RCCTO in developing offensive missile system capabilities; and the offensive capabilites of these systems are the focus of the contarctors performing on A&AS contracts supporting AHPO and RCCTO. RCCTO provide hardware to MDA to be used as targets for MDS testing. Does MDA consider A&AS support to AHPO and RCCTO as having potential OCI?

Support to MDA flight tests covers a wide enterprise of capabilities. Please provide clarification to understand the breadth of this OCI policy. In this case, the contractor-provided systems engineering and technical direction in support of AHPO and RCCTO is focused on capability that is not in MDA's mission or part of the MDS, but hardware produced for this office will be delivered to MDA and used as targets in MDS testing.

This particular non-MDA contract vehicle would need to be disclosed as part of the offeror's proposal; specifically, the L07 disclosure would articulate the scope of the effort and the Contracting Officer would ultimately make a judgment on whether the effort constitutes an OCI and whether it has been properly addressed.

The following statement will be incorporated into paragraph 9 of the OCI policy, "The Internal TEAMS- Next OCI restrictions under Tables 2.0 and 3.0 will be applied in the same manner with respect to the scope of work for SETA efforts performed on non-MDA contracts

(IAR)."

21 2 Guiding Principle #1

Please clarify what MDA considers to be "the entire MDS". Does that extend to include technologies not yet fielded (e.g. Directed Energy, Hypersonic Defense, Cruise Missile Defense, Space-based interceptors, etc.)?

Please provide clarification to help us identify OCI and provide objective and unbiased support across the entire

MDS.

Yes.

Table Number Comment/ Rationale Proposed Resolution(s) Government Response

22 2 Guiding Principles #2,#8, #9

"Offerors competing for TEAMS-Next requirements must be free of OCIs at the time of award." We interpret "offeror" to include prime contract and all subcontractors, per statements like "These conflicts must be resolved at the prime and all subcontractor levels" (#8, #9).

Additionally, DFARS 209.571-7(b), cited in the policy, uses the term "major subcontractors"

Please clarify the definition of offeror in the policy, including with respect to DFARS 209.571-7(b)

Please provide clarification to help offerors be OCI free at time of award, whether prime only or inclusive of subcontractors; and whether it includes all subcontractors or just major subcontractors (e.g. >10% workshare). The term "major subcontractor" is used in DFARS 209.571- 7(b). If restriction is limited to prime and major subcontractors then please specify what MDA considers a 'major subcontractor' under TEAMS Next. Is the definition in DFARS 252.209-7009 appropriate for TEAMS Next?

DFARS 209.571-7(b) is applicable to this procurement in addition to the FAR 9.5 restrictions.

The term "major subcontractor" applies to the development side, not the TEAMS-Next side. On the TEAMS-Next side, flow-down of the "Guiding Principles for TEAMS-Next OCI" applies to all tiers.

23 2 Guiding Principles #2, #3, #6

"Offerors competing for TEAMS-Next requirements must be free of OCIs at the time of award." (#2). "Industry should seek to avoid OCIs up front, as opposed to proposing mitigation" (#3). "Conflict as set forth in Table 2.0 below must be eliminated through an acceptable mitigation approach to be eligible for contact award" (#6).

We interpret the combination of these three policy statements, along with others, to mean that offerors can submit an acceptable OCI mitigation plan with their proposal that specifies how potential OCIs will be handled by the offeror at the time that the potential for OCI is realized/imminent , i.e. when a TEAMS-Next award decision is made and the winning offerer is informed, making the OCI potential with another contract real.

Is our interpretation correct?

It would do significant harm for companies considering bidding TEAMS-Next to eliminate work with potential OCI from their portfolios; and later learn that their offer(s) is unsuccessful. We interpret OCI mitigation and avoidance plan implementation as being required to address realized OCI potential, not OCI potential under an "if we win" hypothesis. A thorough OCI plan should be prepared for the "if we win" scenario, but implementation should only be required when the award is realized.

The offeror's mitigation plan shall demonstrate how conflicting efforts will be resolved within a reasonable period following contract award.

24 2 Guiding Principles #3 and #11

The policy states, "A high standard will be applied when determining the sufficiency of any propssed strategy" in multiple places; and "MDA expects prime contractors to create an environment at all tiers that emphasizes avoidance of OCIs when possible.

When not possible, industry must support early identification and reporting of OCIs to the government" (#11).

Will MDA consider evaluating a prime offeror's past performance in producing and implementing effective OCI policies as part of the TEAMS-Next source selection?

The importance of this policy to the MDA for creating an OCI-free environment justifies assessment of a prime offeror's willingness and ability to accept, respect, and enforce the policy. Identifying potential OCI and implementing it among a diverse contractor team requires commitment, resources, and experience.

We recommend that MDA assess prime offerors' past performance in developing and implementing effective

As a default position, TEAMS-Next is not utilizing Past Performance except on a case-by-case basis for select RFPs. Notwithstanding, MDA will consider this request for those RFPs that utilize the Past Performance factor.

25 2 Guiding Principle #5.a, c

Does the restriction concerning M&S activities also extend to pre-test M&S activities for a particular flight or ground test, if the analysis is performed on systems or components that will be used in a test? For example, will M&S activities in support of HWIL testing of hardware/software that are to be used in a test be considered potential OCI to TEAMS-Next contracts?

Please provide clarification if guiding principle 5.a applies only to M&S in support of development/ production of hardware/ software being delivered to the MDS only; or if it also applies to M&S in support of development/production of hardware/software being delivered for MDA-conducted ground and flight tests.

Your pre-test analysis example is not being conducted by the developer of the system or component being assessed.

Rather, the M&S provider is supporting/facilitating the MDA M&S "environment". Thus, your example would not constitute an OCI.

The "Guiding Principles for TEAMS-Next OCI" will be revised to differentiate between developers and non-developers with respect to M&S, advanced technology, and testing.

26 2 Guiding Principle #5.a, b

Does the restriction concerning M&S activities also extend to M&S of technologies not yet included in the MDS but future capabilities (e.g. Directed Energy, Space-based Interceptors, Artificial Intelligence)?

Please provide clarification as to whether M&S of technology not yet included in the MDS is considered potential OCI.

If the M&S activity is being performed by a non-developer for the MDA M&S environment, then it would not constitute an OCI.

27 2 Guiding Principle #5.c

Does MDA consider the MDDC part of the test infrastructure (similar to the ARC)? Please provide clarification to help TEAMS-Next bidders identify potential OCI

Yes, the MDDC is part of the test infrastructure.

28 2 Guiding Principle #5.c Does MDA consider all airborne sensors part of the test infrastructure or just the

HALO?

Please provide clarification to help TEAMS-Next bidders identify potential OCI

Yes, any airborne sensors that are not part of the MDS are part of the test infrastructure.

29 2 Guiding Principles #5.c and #9

Does the restriction on "Testing of MDS capabilties" include A&AS contracts awarded by test ranges where MDA tests are conducted (e.g. PMRF, WSMR); or are A&AS contracts with test ranges considered part of the test infrastructure support exempted in 5.c?

Please provide clarification to help TEAMS-Next bidders identify potential OCI

Such contracts would not be restricted, as they would support the MDA test environment.

30 3 Guiding Principle #7

The statement "Internal TEAMS-Next restrictions apply at the prime level and shall be flowed to all subcontractor levels" seems to conflict with DFARS 209.571-7(b) which limits OCI to SETA primes and major subcontractors.

Please clarify if MDA will limit the restriction to prime and major subcontractors as defined by DFARS 209.571- 7(b) and 252.209-7009; or if MDA intends that ALL subcontractors, regardless of size or work scope on TEAMS-Next, must avoid all OCI defined in this policy.

DFARS 209.571-7(b) is applicable to this procurement in addition to the FAR 9.5 restrictions.

The term "major subcontractor" applies to the development side, not the TEAMS-Next side. On the TEAMS-Next side, flow-down of the "Guiding Principles for TEAMS-Next OCI" applies to all tiers.

31 4 Table 2

Please confirm that the TEAMS-Next Warfighter Integration contract has no restrictions with other TEAMS-Next contracts with the exception of C3PO

Please provide clarification to help TEAMS-Next bidders identify potential OCI

See Table 2.0 and 3.0 of the "Guiding Principles for TEAMS-Next OCI".

32 5 Guiding Principle #9

It is our understanding that missile systems being developed and produced for MDA and/or the MDS will be modeled, simulated, and tested in M&S and HWIL laboratories using the Army CCDC/AvMC/S3I "HWIL System of Systems Development, Integration, & Testing" contract scheduled to be awarded soon. Our assumption of work content for this contract is based on the legacy contracts that have been defined as transitioning to this new contract by the Army. Would IAR scope such as this be considered as having OCI potential with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts?

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

33 5 Guiding Principle #9

It is our understanding that missile systems being developed and produced for MDA and/or the MDS will be modeled, simulated, and tested in M&S and HWIL laboratories using the Army CCDC/AvMC/S3I "HWIL Missile Systems" contract scheduled to be awarded soon. Our assumption of work content for this contract is based on the legacy contracts that have been defined as transitioning to this new contract by the Army. Would IAR scope such as this be considered as having OCI potential with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts?

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

34 5 Guiding Principle #9

It is our understanding that missile systems being developed and produced for MDA and/or the MDS will be modeled, simulated, and tested in M&S and HWIL laboratories using the Army CCDC/AvMC/S3I "HWIL & M&S Development Support" contract scheduled to be awarded soon. Our assumption of work content for this contract is based on the legacy contracts that have been defined as transitioning to this new contract by the Army. Would IAR scope such as this be considered as having OCI potential with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts?

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

35 5 Guiding Principle #9

It is our understanding that missile systems being developed and produced for MDA and/or the MDS will be modeled, simulated, and tested in M&S and HWIL laboratories using the Army CCDC/AvMC/S3I "M&S for Aviation & Missile Systems" contract scheduled to be awarded soon. Our assumption of work content for this contract is based on the legacy contracts that have been defined as transitioning to this new contract by the Army. Would IAR scope such as this be considered as having OCI potential with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts?

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

36 5 Guiding Principle #9

It is our understanding that missile systems being developed and produced for MDA and/or the MDS will include software developed and tested in laboratories using the Army CCDC/AvMC/S3I "Lifecycle Software Development" contract scheduled to be awarded soon. Our assumption of work content for this contract is based on the legacy contracts that have been defined as transitioning to this new contract by the Army. Would IAR scope such as this be considered as having OCI potential with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts?

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

37 5 Guiding Principle #9

It is our understanding that weapon systems being developed and produced for MDA and/or the MDS will be modeled, simulated, and tested in M&S and HWIL laboratories using the Army CCDC/AvMC/S3I "M&S Systems Engineering" contract scheduled to be awarded soon. Our assumption of work content for this contract is based on the legacy contracts that have been defined as transitioning to this new contract by the Army. Would IAR scope such as this be considered as having OCI potential with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts?

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

38 5 Guiding Principle #9

Clarification is needed whether MDA considers the IAR contract CCDC/AvMC/S3I AMCOM EXPRESS "Mission Assurance" Task Order to have OCI potential with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts.

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

39 5 Guiding Principle #9

Clarification is needed whether MDA considers the IAR contract "Lower Tier IV&V" (W31P4Q09A0018/0007) to have potential OCI with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts.

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

40 5 Guiding Principles #9 and #5.d.

Clarification is needed whether MDA considers the IAR contract SMDC/ARSTRAT SETAS "Hypersonics and Test Execution Support" (W9113M19F0020) to have potential OCI with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts, as this contract includes A&AS support to program offices delivering target hardware to support MDS testing.

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

41 5 Guiding Principles #9 and #5.d.

Clarification is needed whether MDA considers the IAR contract SMDC/ARSTRAT SETAS "Assessment, Simulation and Transition Support" (W9113M18F0013) to have potential OCI with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts, as this contract includes A&AS support to program offices delivering target hardware to support MDS testing.

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

42 5 Guiding Principle #9

Clarification is needed whether MDA considers the IAR contract "Development Operations Maintenance Support – Missile Element Simulation" (W31P4Q18D0016) to have potential OCI with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts.

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

43 5 Guiding Principle #9

Clarification is needed whether MDA considers the IAR contract "Development Operations Maintenance Support – Systems Element Simulation" (W31P4Q16D0017) to have OCI with TEAMS-Next Missile Defense System Engineering, Test Support or Specialized Engineering and Analyses contracts.

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

44 5 Guiding Principle #9

Clarification is needed whether MDA considers the contracts administered by USAF for development and production of the "Ground-based Strategic Deterrent (GBSD)" or Minuteman III ICBM to have OCI potential with TEAMS-Next Missile Defense Engineering, Test Support or Specialized Engineering and Analyses contracts.

Please provide clarification to help TEAMS-Next bidders identify potential OCI

MDA will not entertain pre-solicitation reviews of potential OCI scenarios. Refer to paragraphs 5 and 9 of the updated "Guiding Principles for TEAMS-Next OCI".

45 5 Guiding Principle #10

How will OCI management plans be evaluated during TEAMS-Next source selection? Will they be evaluated as a condition of award (i.e. pass/fail) only; or will they adjectively rated/scored for the effectivenss of the approach/strategy/plan?

Due to the Agency's concern with OCI management, adjectival rating of offerors' OCI management plans is recommended to provide confidence that the successful offeror can and will manage OCIs on TEAMS-Next contracts in accordance with MDA policy.

OCI Management Plans will be evaluated in accordance with Section M of each solicitation.

46 1 Paragraph 1 and guiding principle #9

The OCI policy makes reference to FAR Subpart 9.5, in which is found the requirement in 9.504 that contracting officers "shall analyze planned acquisitions in order to- (1) Identify and evaluate potential organizational conflicts of interest as early in the acquisition process as possible." We believe identification of contracts with OCI potential by MDA prior to releasing TEAMS-Next RFPs would greatly support this provision, help the Agency in its mission to eliminate OCI in TEAMS- Next contracts, and help contractors avoid wasted time and resources on proposals that they cannot be awarded due to OCI.

Please provide a list of at least some of the Other Agency program offices and/or contracts that are "in support of MDA through the IAR process", to especially include MDA-IAR SETA and A&S contracts, so that TEAMS- Next offerors can know in advance some of the other agencies and/or contracts that have the potential for OCI with TEAMS-Next awards.

The potential for OCI when working for production/development prime contractors such as Boeing, Raytheon, and Lockheed Martin is understood by the majority of A&AS/SETA-focused companies.

The category of MDA-IAR SETA and A&AS contracts ("other A&AS contracts awarded by other Agencies in support of MDA" per guiding principle #9) is the most challenging to understand for most potential TEAMS- Next bidders and where more clarification is strongly recommended.

We understand such a list cannot be comprehensive for all potential conflicts but identifying those that are

MDA will not entertain pre-solicitation reviews of potential OCI scenarios.

MDA will not be able to provide an exhaustive list.

Each non-MDA contract vehicle (that supports MDA) would need to be disclosed as part of the offeror's proposal; specifically, the L07 disclosure would articulate the scope of the effort and the Contracting Officer would ultimately make a judgment on whether the effort constitutes an OCI and whether it has been properly addressed.

The following statement will be incorporated into paragraph 9 of the "Guiding Principles for TEAMS-Next OCI", "The Internal TEAMS-Next OCI restrictions under Tables 2.0 and 3.0 will be applied in the same manner with respect to the scope of work for SETA efforts performed on non-MDA contracts (IAR)."

47 4 Table 3

Table 3 suggests that existing MDS Systems Engineering contractors should mitigate conflicts when competing for the following TEAMS-Next procurements: Quality & Mission Assurance; Safety; Agency Operations; A3. Which category of OCI is MDA trying to address (unequal access, impaired objectivity, or biased ground rules)?

Clarification of government intent. All categories.

Table Number Comment/ Rationale Proposed Resolution(s) Government Response

48 4 Table 2 and/or Table 3

Can the Government expand Table 2 and/or Table 3 to explain which category of OCI applies (unequal access, impaired objectivity, or biased ground rules), so that offerors/contractors can understand the OCI concern the Government is trying to address?

Additional column in Table to include category. All categories.

49 N/A Draft OCI Policy

The draft OCI Policy treats all work in a given workstream Area the same and does not account for situations where a subcontractor performs only a small subset of the overall effort for which no OCI would exist. Will the Government provide guidance to address this situation without the need for every subcontractor performing a small piece of work to submit mitigation approaches (which may lead to an administrative burden for the Government)?

Clarification of government intent. OCI will be assessed against the entire TEAMS-Next prime contractor SOW; this applies to the prime as well as subcontractors at all tiers. Paragraph 5 will be revised to state the following: "OCI restrictions will be enforced with respect to the entire TEAMS-Next SOW, such that these restrictions apply at the prime level and shall be flowed to all subcontractor levels."

50 2 5

The OCI refined in this paragraph should be refined with respect to MDA's Cooperative Program with Israel. This effort is not part of MDA's MDS development effort. MDA's Israeli partners define the threats and performance requirements for their missile defense systems. The Israelis own the contracts with their Israeli Prime Contractors and MDA does not have privity of contract. Given this, for example, there is no OCI between support to the Israeli Cooperative Program and supporting MDA's Model and Simulation and Test Programs. These Israeli Prime Contractors do, however, have U.S. subcontractors to assist with production of their systems.

Since these efforts do not contribute to the development, production or testing of the U.S. MDS, the OCI limitations implemented in this paragraph do not provide the OCI protection that are needed by the Israeli Cooperative Program.

Implement a clause that recognizes the Israeli Cooperative Program's unique OCI requirements. This clause should exclude the Israeli Cooperative Program's TEAMS-Next support efforts from the limitations in this paragraph and replace them with OCI protections that prohibit Israeli Cooperative Program TEAMS-NEXT contractors from having contractual relationships with any company that supports the Israeli missile defense system Prime Contractors.

Notwithstanding the "Guiding Principles for TEAMS- Next OCI", the FAR 9.5 and DFARS 209.5 restrictions apply.

Paragraph 5 of the Guiding Principles will be revised to include the following restriction, "Foreign Military Sales (FMS) and Cooperative Development Programs; though not part of the MDS, these programs will be treated the same with respect to TEAMS-Next OCI restrictions."

Table Number Comment/ Rationale Proposed Resolution(s) Government Response

51 3 6

The OCI definition in this paragraph should be refined with respect to MDA's Cooperative Program with Israel. This effort is not part of MDA's MDS development effort and as a result, the Israeli Cooperative Program Office utilization of the Agency, Advisory, and Analytical Support (A3) contract differs from that of other MDA organizations. MDA/IP leverage the A3 contract to retain 'greybeard' Subject Matter Expert (SME) talent to support MDA with independent engineering assessments that are derived from their long-term/unique experience with this unique program. MDA/IP's A3 effort does not support independent DE and/or DT level assessments of the program.

Exclude MDA/IP funded use of the A3 contract (i.e.

those activities funded with joint U.S. - Israeli funds) from the prohibitions/limitations imposed by this paragraph - at least for the BMDS Engineering and Specializaed Engineering TEAMS-NEXT contracts. Add a clause that the exclusions in this paragraph should remain in place for any utilization of the A3 contract to support independent assessments of the program by DE or DT using non-program funds.

Notwithstanding the "Guiding Principles for TEAMS- Next OCI", the FAR 9.5 and DFARS 209.5 restrictions apply.

Paragraph 5 of the Guiding Principles will be revised to include the following restriction, "MDA Foreign Military Sales (FMS) and Cooperative Development Programs;

though not part of the MDS, these programs will be treated the same with respect to TEAMS-Next OCI restrictions."

52 N/A

It is not clear how MDA intends to revise its current solicitation process by the use of this Statement of Policy. Will MDA continue to include clause H-09 Organizational Conflict of Interest (Apr2020) and the same Section L requirements as it has in T-N Safety?

Include the Statement of Policy as a solicitation attachment, but do not replace the current requirements because of the policy.

It is MDA's intent to incorporate these guiding principles into subparagraph f of clause H-09. However, industry feedback to these draft guiding principles and the associated revisions must still be coordinated and approved internally. Until such time, MDA will address OCI on a case-by-case basis in each RFP.

53 N/A

Offerors do not have insight into MDA's full rationale for determining OCI. It is possible a team member's OCI, unknown to an offeror, may disqualify the team from award. In previous efforts, MDA required the submission of the OCI Disclosure Forms prior to final solicitation so a decision by the agency could be made on OCI;

therefore, requiring full and complete disclosure by all potential offerors and subcontractors.

We recommend MDA require primes and subcontractors submit the OCI Disclosure Form prior to release of the final solicitation so MDA may assess the OCI profile of each and provide an advisory opinion on the company.

This will help ensure OCI determinations are accurate and complete as well as meet MDA's OCI requirements.

MDA will not entertain pre-solicitation reviews of potential OCI scenarios.

54 5 Guiding principle #9

It is not clear how an offeror can tell if a contract has been awarded in support of MDA by another agency. Will OCI be a concern if an agency awarded an A&AS contract that is not funded by MDA?

If there are possible non-MDA A&AS contracts that create an OCI, please provide further guidance or allow an offeror to receive an advisory opinion from MDA prior to investing in proposal development costs.

MDA will not entertain pre-solicitation reviews of potential OCI scenarios.

If you support MDA in any capacity under a particular contract (whether an MDA contract or non-MDA contract), you shall address that contract in Attachment L07 - OCI Disclosure Form as part of your proposal.

55 2 5c

Section 5 states that offerors competing for TEAMS-Next SETA efforts will have no involvement in the development, production, or testing of the MDS. Section 5c provides further definition with regard to Testing of MDA Capabilities: “This does not include test infrastructure support (e.g., Advanced Research Center or High Altitude Observatory (HALO) support).”

Please expand on M&S/Testing as it relates to the modeling and simulations aspects that support the framework of the MDA Test program. For example, provide an assessmnet of the current Agency’s contracting approach with Modeling and Simulation Contract (MASC) and Modeling and Simulation Contract for Truth Models and Element Representations (MASC- T) that provides framework/infrastructure and provides the MDA testing environment within which the MDA OEM delivered products are tested.