Attachment 7 Draft OCI EGLIN-H0xx Organizational Conflict of Interest TMAS 2.pdf

Attachment 7, OCI

EGLIN-H0XX AFTC ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

(a) In order that the Government may (1) prevent conflicting roles which might bias or appear to bias the judgment or objectivity of the Contractor or Participating Organizations, (2) ensure effective communication with organizations whose proprietary products are tested at Eglin or whose proprietary information is required for the performance of efforts hereunder, (3) maintain Eglin's reputation as an independent and impartial tester, and (4) comply with statutory requirements concerning operational test and evaluation, the Contractor and its Participating Organizations will be restricted as set forth in paragraph (c) below.

(b) The following definitions apply:

"Contractor" means the business entity receiving the award of this contract, its parent companies, affiliates, divisions, subsidiaries, and participants in any formal contract team arrangement as defined in FAR 9.601.

Examples of formal contractor team arrangements include, but are not limited to, partnerships, joint ventures, and alliances. For purposes of this clause, subcontractors merely cooperating (e.g., providing information) to enable the Contractor to perform are not considered to be the Contractor.

“Organizational conflict of interest” means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage.

"Proprietary Information" means all information designated herein or marked with a legend to that effect and either entitled to protection as such in accordance with recognized legal principles or under a clause in a relevant government contract. Examples include technical data, software, or software documentation delivered under a government contract with other than unlimited rights, trade secrets, and sensitive commercial financial information. Proprietary information may appear in cost or pricing data. Test data, test results, product performance, and product characteristics of an item under test, which become known to the Contractor by virtue of performance of this contract are reputably presumed to be proprietary information and shall be treated as such by the Contractor unless known to be otherwise.

(c) The parties recognize that the Contractor will play a very visible and responsible role in the fulfillment of Government requirements at Eglin AFB, FL, Arnold AFB, TN, and Edwards AFB, CA. Both the Government and other contractors must have the utmost confidence that the Contractor's judgment and test activities are impartial, and that the Contractor will protect proprietary information it obtains under this contract.

(1) The Contracting Officer (CO) has determined that potentially significant organizational conflicts of interest may arise due to the nature of the work the Contractor will perform under this contract that may preclude the Contractor from being awarded future contracts in a related area. In addition to the restrictions in DFARS 252.209-7009, any business entity performing on TMAS 2 is prohibited from performing on the following:

- The Test Operations and Sustainment (TOS) contract awarded by AEDC; is prohibited from performing on the AEDC TMAS 2 Task Order

- Eglin Operations and Maintenance Services (EOMS - Range Services) contract awarded by AFTC; is prohibited from performing on the 96CTG, 96TW and Tenants TMAS 2 Task Orders

(2) Upon approval, the Contractor’s OCI Mitigation Plan (see Exhibit A, CDRL) will be included as a Section J Attachment to this task order, and the Contractor shall be required to comply with its terms. If at any time during the period of performance of this contract, the Contractor (including parent companies, divisions, subsidiaries, and other organizations with which it is or becomes affiliated through an ownership or direct financial interest) is in or enters the business of selling or competing with hardware reasonably likely to be tested utilizing the support services under this contract, the Contractor shall submit for the Contracting Officer's approval an updated OCI Mitigation Plan either providing adequate mitigation measures for the situations described in subparagraphs (3), (4), and (6) below or stating that such restrictions will apply. If, at any time during the period of performance of this contract, the Contractor desires to amend its OCI Mitigation

Attachment 7, OCI

Plan, the Contractor shall submit for the CO's approval an updated plan. Each iteration of a plan shall be subject to the CO’s approval. The CO’s considerations in deciding whether to approve the plan include those in FAR 9.5 as supplemented and EGLIN-H016 Consent to Subcontracting-OCI for Subcontractors. Once approved, an updated OCI Mitigation Plan shall be incorporated into this provision.

(3) (i) Where an employee of the Contractor is involved in test or evaluation of specific systems or major sub-systems, the Contractor, shall be precluded from providing that system or major sub-system to the Government as either a prime or subcontractor.

(ii) Where an employee of the Contractor is involved in test or evaluation of specific systems or major sub-systems of another company, the Contractor, as applicable, shall be precluded from award of any contract or subcontract resulting from an acquisition in which another company proposes the systems or major sub-systems tested by the Contractor.

(iii) The restrictions in (i) and (ii) shall be in effect through award of the next production contract for the systems.

(iv) The Contractor may request a determination by the Contracting Officer as to whether the restrictions apply on future contracting in this subparagraph (3) in a specific case. The request for a determination shall be in writing and shall set forth a detailed rationale for the position presented. In the event it is determined the restrictions in this subparagraph (3) apply, to the extent of the Contracting Officer's authority under relevant regulations, the restrictions on future contracting imposed by sub-para (3) may be waived or partially waived where the Contacting Officer determines that the facts of the situation, the Contractor's approved OCI Mitigation Plan, or both sufficiently mitigate the conflict of interest, or a waiver is otherwise in the best interest of the Government. Any waiver based upon the conflict of interest mitigation plan shall be contingent upon the Contractor's actual compliance with the relevant terms of the plan. The Contracting Officer's decision under this section shall be final and not subject to appeal under the Disputes clause of this contract. However, the decision does not bind any other CO on another acquisition.

(4) The Contractor shall insure that its participation and that of its subcontractors in operation testing is consistent with 10 USC 2399 and its implementation in AFI 99-103, Capabilities-Based Test and Evaluation (16 Oct 13).

(5) If the Contractor in the performance of this contract assists the Government in the preparation of a statement of work, or provides information leading directly, predictably, and without delay to the preparation of a statement of work to be used by the Government for competitive procurement of supplies or services, the Contractor, as applicable, shall be ineligible to participate in any competition with respect to the work described in said statement of work as either a prime or subcontractor. This restriction shall be in effect until award of the resultant contract or until completion of this contract, whichever is later. This restriction shall not preclude the Contractor from award of a contract which is follow-on to this contract.

(6) Performance of work under this contract requires access to competition sensitive information and proprietary information of other companies. The Contractor is required to protect such information from unauthorized disclosure, and to refrain from using it for any purpose other than that for which it was furnished, so long as it remains proprietary or competition sensitive. The Contractor may be required to enter into bilateral agreements with the originator of information regarding its protection and use. This subparagraph is not intended to protect information which is or becomes available to the Contractor through another legitimate source without restriction.

(d) The Contractor agrees to accept and to complete all work within the scope of this task order, and not to contract with government prime contractors or subcontractors in such a way as to create an Organizational Conflict of Interest with respect to this task order.

(e) The above restrictions shall be included in all subcontracts, teaming arrangements, and other agreements calling for performance of work required by this contract, unless excused in writing by the Contracting Officer.