J.3 Contractor Offeror Conflict of Interest.docx

ATTACHMENT J.17

CONTRACTOR/OFFEROR CONFLICT OF INTEREST

(OCT 2020)

(Contractor/Offeror) – In accordance with Solicitation/Contract Section H.1, please include all of the following information contained herein (A. through D.) with your proposal submission or during contract performance, as required. (NOTE: A response must be provided even if no conflict exists). Because all of the information to be submitted cannot be contained in 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 CMS requires for adequate analysis. If the contractor/offeror uses its own template or form, the offeror/contractor should 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. Internal organization chart of the entity performing the work; and,

3. Narrative explanation of structure/ownership.

B. DESCRIPTION OF ALL ACTUAL, POTENTIAL, AND/OR APPARENT COIs AND FINANCIAL INTERESTS/RELATIONSHIPS:

Contractors/Offerors shall provide the following:

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

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 itself, its parent(s) and 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:

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

Description of Supplies/Services:

Explanation: Provide explaination as to why the contract is or is not a conflict and provide mitigation (see #4 below) as applicable

* State whether any disclosed COI is:

· Actual,

· Potential, and/or

· Apparent COI

** State whether the Actual, Potential or Apparent conflict is:

· UA – Unequal Access,

· BG – Biased Ground Rules, or

· IO – Impaired Objectivity.

(See Solicitation/Contract Section H.1 for definition of COI and explanation of UA, BG, IO)

3. FINANCIAL INTERESTS/RELATIONSHIPS: As defined in Section H.1., any organizational Financial Interests/Relationships that cause an actual, potential, and/or apparent UA, BG and/or IO conflict of interest shall be disclosed in sufficient detail for the Government’s independent analysis using the table below.

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

Description of Financial Interest or Relationship:

Explanation: Provide explaination as to why the relationship is or is not a conflict and provide mitigation (see #4 below) as applicable.

* State whether any disclosed COI is:

· Actual,

· Potential, and/or

· Apparent COI

** State whether the Actual, Potential or Apparent conflict is:

· UA – Unequal Access,

· BG – Biased Ground Rules, or

· IO – Impaired Objectivity.

(See Solicitation/Contract Section H.1 for definition of COI and explanation of UA, BG, IO)

4. CONFLICT OF INTEREST MITIGATION (See Solicitation/Contract Section H.1.b for definition of “Mitigation”): For each actual, potential, and/or apparent UA, BG and/or IO conflicts of interest identified in B.2. or B.3. above, provide a proposed mitigation plan for Contracting Officer consideration. The mitigation plan shall include the following, at a minimum:

a. Description of the COI including whether it is actual, potential or apparent;

b. Rationale for identification of one (1) or more of the three (3) types of COIs (UA, BG and/or IO);

c. Mitigation strategy for COI;

d. Time frames for resolving the COI; and

e. Plan for monitoring COIs.

C. PERSONAL CONFLICTS OF INTEREST (PCI) - See Solicitation/Contract Section H.1.b for definition

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 all governing body members (e.g., board of directors, trustees, etc) and principals of the organization as defined by FAR 52.203-13 and for each manager and key personnel who would be, or are involved with the performance of the contract.

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

· Assets, sources of income, outside positions, etc for self, spouse/domestic partner and/or any dependent;

· Assets and healthcare related income arrangements or agreements to include healthcare related stock, bond, sector fund, employer or business fees, commissions, honoraria, real estate investment, for self, spouse/domestic partner and/or any dependent;

· Liabilities for self, spouse/domestic partner and/or any dependent;

· Non-employer healthcare travel-related reimbursements or gifts;

2. Mitigation Plan: In the event a PCI is identified, disclosure and mitigation shall be provided in 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 its Subcontractors’ COI submissions in order to ensure that the Subcontractor can perform services conflict-free. The Prime Contractor/Offeror shall include each of its Subcontractors’ analysis with its proposal. The Prime Contractor shall not submit the underlying J.17 Subcontractor disclosures to CMS.

The Prime Contractor’s/Offeror’s analysis of each Subcontractor’s COI submission shall include:

· Whether the Subcontractor responded to all of the COI submission criteria stated herein;

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

· An analysis of each Subcontractor’s mitigation strategy; and,

· If a COI must be mitigated, a recommendation to the Contracting Officer of the acceptability of the mitigation strategy.

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