OCM_draft_OCI_language_(Sections_L_and_H)_(OCM_acquisition)).docx

NOTICE OF POTENTIAL ORGANIZATIONAL CONFLICTS OF INTEREST

L.1.1 The Offeror’s attention is directed to FAR, Subpart 9.5, “Organizational and Consultant Conflicts of Interest.”

L.1.2 For the purpose of these provisions, the term “Offeror” means the offeror, its subsidiaries, affiliates, partners, marketing consultants (as that term is defined by FAR 9.501), subcontractors, or any of its successors or assignees.

L.1.3 The following companies, due to the nature of their performance of previous or current contracts for the DHA, have an actual or potential organizational conflict of interest (OCI) that must be avoided, neutralized, or mitigated:

The actual or potential OCIs associated with the foregoing companies extends to the subsidiaries, parents, and affiliates of these companies. In the event an Offeror intends to use any of the listed companies as a subcontractor on this effort, the Offeror shall provide a mitigation plan to the Contracting Officer no later than 10 calendar days prior to the proposal due date.

L.1.4 The Contracting Officer has determined that the nature of the work to be performed in the contract resulting from this solicitation is such that it may create or give rise to an actual or potential OCI. Specifically, the contractor will directly support the Procurement Division and, in that role, may have physical or electronic access to competitively useful procurement information or contractor performance information and/or may attend meetings where procurement information or contractor performance information is discussed or disclosed. Moreover, because the contractor will be working closely with senior Agency procurement personnel to fulfill Procurement Division requirements, the contractor’s work has the strong potential to create an appearance of a conflict of interest (as described in FAR 3.101).

L.1.5 Therefore, the Offeror shall explain the actions it intends to take to mitigate the above-described actual or potential OCI(s) and to address any potential appearance of a conflict of interest. Specifically, the Offeror shall submit a mitigation plan to the Contracting Officer, no later than five (5) calendar days prior to the proposal due date, that effectively demonstrates how the Offeror will mitigate any actual or potential OCI while supporting this contract and any other DHA contract. Any such mitigation plan, if accepted by the Contracting Officer, will be incorporated into the contract. If an Offeror fails to submit a mitigation plan, the Contracting Officer may reject that Offeror’s proposal.

L.1.6 Further, applying the principles of FAR Subpart 9.5, each Offeror shall assess whether there is an OCI associated with its proposal. To that end, the Offeror shall disclose all actual or potential OCIs that may exist or arise as a result of performing the work described in the solicitation, including any conflicts involving subcontractors or potential subcontractors, and shall disclose all relevant information regarding any such OCI. The types of OCIs to be disclosed include those that give the Offeror an unfair competitive advantage in competing for this contract (such as its participation in developing the “ground rules” for this acquisition or its prior access to competitively useful information) or which may arise during performance of this contract (such as evaluating its own work or the work of an affiliate).

L.1.7 The Contracting Officer will review each Offeror’s mitigation plan to determine whether award to that Offeror is consistent with FAR, Subpart 9.5. If an Offeror’s proposed action to resolve an OCI is not acceptable, the Contracting Officer will notify the Offeror, providing the reasons why its proposed resolution is not considered acceptable and will allow the Offeror a reasonable opportunity to respond before making a final decision on the OCI. The Contracting Officer shall not award a contract until determining that any significant OCI is reasonably resolved. The Contracting Officer is the final authority when it comes to determining whether an OCI exists and determining whether the OCI has been reasonably resolved.

L.1.8 If the successful Offeror was aware, or should have been aware, of an OCI before award of the resulting contract and did not fully disclose that conflict to the Contracting Officer, the Government may terminate the contract for default.

H.1 ORGANIZATIONAL CONFLICTS OF INTEREST (OCI)

H.1.1 For the purpose of this clauses, the term “Contractor” means the contractor, its subsidiaries, affiliates, partners, marketing consultants (as that term is defined in FAR 9.501), or any of its successors or assignees.

H.1.2 The contractor’s organizational conflict of interest (OCI) mitigation plan (if any) and its obligations are hereby incorporated into the contract by reference. Either the Contractor or the Government may propose changes to the OCI mitigation plan. Such changes are subject to the mutual agreement of the parties and will become effective only upon incorporation into the plan by contract amendment. The Contractor shall report any violation of the OCI mitigation plan, whether by its own personnel or those of the Government or other contractors, to the Contracting Officer.

H.1.3 If, in the performance of this contract, the Contractor finds that it will need to review proprietary information provided by other contractors, the Contractor shall protect all such proprietary information from unauthorized use or disclosure and shall refrain from using the information for any purpose other than that for which it was furnished. Further, prior to reviewing any such information, the Contractor will execute a non-disclosure agreement with the third party company or companies furnishing the information.

H.1.4 The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after the award of this contract, the Contractor will immediately notify the Contracting Officer, in writing, of the nature of the conflict.

H.1.5 The contractor shall include the substance of this clause in all subcontracts, teaming arrangements, and other agreements calling for performance of work which is subject to the OCI restrictions identified in this clause.

H.1.6 The Government reserves the right, in case of the Contractor’s breach of the foregoing terms, or its misrepresentation or nondisclosure of facts relating to an actual or potential OCI, to terminate this contract, disqualify the Contractor from subsequent related contractual efforts, or pursue any remedy permitted by law or this contract.

1 PD 09-01, Rev. 001 Enclosure 2