RPA_Solicitation_Draft_OCI_Clause.pdf

H-1 ORGANIZATIONAL CONFLICT OF INTEREST (OCI) PLAN

The Contractor shall maintain an OCI Plan to reduce the likelihood of an actual or perceived OCI. In order to prevent OCI under this contract or any task orders issued under this contract, guidance in this clause will apply to eliminate:

a) Conflicting roles which might bias a Contractor's judgment or objectivity.

b) An unfair competitive advantage to a Contractor.

c) The appearance of an unfair competitive advantage.

Parties recognize Contractors will play a very visible and responsible role in fulfilling RPA operations and maintenance requirements. In that capacity, Contractors may have access to information that is not available to the public, which:

a) may give a Contractor an unfair competitive advantage; and/or

b) creates an appearance that a Contractor has an unfair competitive advantage even if no such advantage actually exists.

To avoid, neutralize, or mitigate a potential conflict of interest, the Contractor shall not, during performance of the contract, engage (as a Prime Contractor, subcontractor, supplier, or consultant) in any contract or task order that would design, develop, implement, operate, or sustain any system or deliverable that is based on a recommended solution provided under a RPA task order without an OCI Plan in accordance with FAR Subpart 9.5.

The Contractor agrees to accept, and pursue to completion, all tasks identified hereunder and to ensure that its parents, subsidiaries, and affiliates do not enter into contractual agreements as Prime Contractors or first tier subcontractors which would create a conflict within the meaning of this clause, except as follows: If performance of a task could cause a conflict of interest within the meaning of this clause with a contract or subcontract held by the Contractor, its parent, subsidiaries or affiliates, which pre-existed the identification of the task to the Contractor, the Contractor must disclose the conflict of interest to the Contracting Officer. If the Contracting Officer confirms that the conflict exists, the parties will consider the alternatives available to eliminate the conflict and mutually resolve it considering the relative burdens created by the prospective solutions.

If the Contractor discovers an actual or potential organizational conflict of interest not previously considered and adequately mitigated under this clause and the Contractor’s OCI Plan, the Contractor shall make a prompt and full disclosure in writing to the Contracting Officer. 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 Contracting Officer and affected customers to proactively resolve and/or mitigate those potential OCI issues.

After full analysis, the Contracting Officer and the Contractor will agree on appropriate corrective action, if any, or the Contracting Officer will direct such action, subject to the terms of this contract.

OCI violations are a significant contract performance issue. Lack of adherence to the OCI Plan or this local clause may have serious consequences that may include contract termination, suspension and debarment, or other appropriate remedies or administrative actions.

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