Exhibit B Data Requirements Document-DRD 10 OCI Plan.pdf

Draft Exhibit B

1. DRD Title: Organizational Conflicts of Interest (OCI) Plan

2. DRD No.: EASS 10 3. Data Type:1 4. OPR: OP

5. Solicitation No.: TBD 6. Contract No.: TBD

7. Date Issued: TBD 8. Date Revised: N/A 9. DRD Category:

Technical ☐

Administrative ☒

S&MA ☐

10. Description/Use: The Plan will communicate the Contractor’s approach to identify and resolve OCIs.

The Contractor will be held accountable for identifying, dispositioning, and reporting OCIs during contract performance.

11. Distribution: Contract Specialist/Contracting Officer and Contracting Officer’s Representative

Initial Submission: The Plan shall be submitted with the initial proposal (See L.10 and L.18) and supplemental plans may be required for individual task orders in accordance with the contract clause NFS 1852.216-80 Task Ordering Procedure, and as defined in the order.

Submission Frequency: As needed.

Format: Contractor’s format is acceptable. The electronic format shall be compatible with Microsoft Office.

Interrelationship: To ensure compliance with the broad OCI and Personal Conflict of Interest (PCI) requirements of this contract, the contractor’s OCI Plan shall integrate with all aspects of contract performance, the Performance Work Statement (Exhibit A), the applicable documents and references listed below, and integrated in other DRDs as required (e.g., Monthly Report).

Applicable Documents, Contract Clauses, and References:

• FAR Subpart 9.5, Organizational and Consultant Conflicts of Interest

• NFS 1809.5, Organizational and Consultant Conflicts of Interest

• FAR Subpart 3.10, Contractor Code of Business Ethics and Conduct (Ref. FAR 52.203-13, Contractor

Code of Business Ethics and Conduct

• FAR Subpart 3.11, Preventing Personal Conflicts of Interest for Contractor Employees Performing

Acquisition Functions (FAR 52.203-16, Preventing Personal Conflicts of Interest)

• NFS 1837.802-70, Release of Contractor’s Sensitive Information

• NFS 1852.237-72, Access to Sensitive Information

• NFS 1852.237-73, Release of Sensitive Information

• NFS 1852.209-71, Limitation of Future Contracting (Ref. FAR 9.507-2 and NFS 1809.507-2, required clause that specifies the nature and duration of the proposed constraint)

• NFS 1852.216-80, Task Ordering Procedures

• Web sites for the following documents:

• NASA’s Guide on Organizational Conflicts of Interest (March 2010, until superseded)

• SMD Policy on Peer Review Conflicts of Interest (SPD-01A) (February 2007)

• NASA Standing Review Board Handbook (January 2023, until superseded)

Scope: The OCI Plan describes the Contractor’s comprehensive approach to identify, avoid, mitigate, neutralize, and report potential and actual OCI and PCI issues, including conflicts described in the solicitation

DRAFT

https://www.nasa.gov/wp-content/uploads/2023/09/nasa-organizational-conflicts-of-interest.pdf https://science.nasa.gov/wp-content/uploads/2023/04/SPD_01A_Peer_Review_Conflicts_of_Interest_TAGGED.pdf https://ntrs.nasa.gov/citations/20230001306 and those discovered during contract performance.

Contents: The OCI Plan shall meet the requirements of FAR 9.5, FAR 3.11, the applicable documents, contract clauses, and references, and include the following:

1. Point of contact for OCI issues and reports.

2. Demonstrate an understanding of (1) OCI principles, (2) the General Rules covered in FAR 9.505 and

Procedures in FAR 9.506, (3) the Procedures in FAR 3.1103 and Mitigation or waiver in FAR 3.1104, and (4) the full breadth of OCI issues and the types of harm that can result. The Plan at a minimum shall address the three primary types of OCIs (i.e., biased ground rules, unequal access to information, and impaired objectivity).

3. Define company roles, responsibilities, and procedures for (1) screening (i.e., identifying/recognizing, analyzing/evaluating, resolving, and reporting) existing and new business opportunities for actual/potential OCIs and (2) monitoring and reporting all potential/actual OCIs that arise, coordinating with Business Units (e.g., parent, subsidiaries, affiliates, office locations, divisions, joint ventures, and/or other similar entities), resolving conflicts, and reporting previously unidentified OCIs or potential OCIs to the Government.

4. Given the nature of the services required by this contract, covered employees may encounter personal conflicts of interest (PCIs) resulting from a financial interest, personal activity, or relationship that could impair the covered employees’ ability to act impartially and in the best interest of the government. For the purposes of PCI, the term “covered employee” is a Contractor employee, subcontractor employee, or consultant. PCI Avoidance: Describe the procedure to screen all covered employees to prevent PCIs including those PCIs that cannot be identified until after award; how the Contractor screens covered employees at appropriate times to prevent and avoid PCIs and maintain effective oversight, how the Contractor prevents PCIs by not assigning or allowing covered employees to perform on tasks where a potential PCI is identified unless approved by the Contracting Officer; and, how the Contractor ensures that all personnel (including subcontractor personnel and independent contractors) proposed to work on the task order have been trained regarding their responsibilities concerning PCIs, OCIs, limitations on future contracting, and protection of proprietary and sensitive data.

5. Describe how employees are notified of the Plan’s requirements and how this notification will be documented. Establish and require entrance training for new employees, refresher training for existing employees, and exit training for departing employees. Employee training must address: (1) compliance with this Plan; and (2) the obligation of employees with access to sensitive information to utilize it only to perform the services specified in this contract and to safeguard it from unauthorized use and disclosure. Describe how completion of this training will be documented, including a copy of any training certification template that the Contractor will use to document that its employees have completed training. Describe the mechanism for obtaining a written affirmation from each contractor employee that he/she has received and will comply with training on the authorized uses and mandatory protections of sensitive information needed in performing this contract. Describe processes for addressing potential and actual Personal Conflicts of Interest.

6. Describe how the Contractor will report breaches of the protective measures in the Plan to the contracting officer and task monitor as delegated. Describe what processes the Contractor will implement following any breach and indicate that final resolution of the corrective action must be approved by the contracting officer (CO). For example, the OCI Plan must reflect that the contractor will take all immediate steps needed to contain or limit the impact of a breach, notify the CO of the breach, and coordinate the corrective action approach as soon as possible.

7. Identify any affiliated companies/entities (e.g., a parent company or a wholly owned subsidiary) and procedures for coordinating OCIs with such affiliated companies/entities.

8. Address the process for reporting all potential/actual OCIs or PCIs that arise during performance of the contract. An OCI or PCI report shall include (1) a description of the conflict, (2) the plan for resolving the conflict, and (3) the benefits/risks to contract performance associated with plan approval/acceptance.

DRAFT

Broadly applicable resolution strategies shall be appended to the Plan upon approval by the Government.

9. Explain how the Contractor will flow down the provisions of this Plan to any subcontractor and independent contractor that may have a conflict with regard to performing the requirements of this contract. Discuss affected subcontractors’ OCI and PCI program as it relates to this contract and specifically explain how affected subcontractors will identify, resolve, and report actual/potential OCIs or PCIs associated with this contract.

10. Define organizational, employee, and subcontractor sanctions for violations of established OCI and PCI procedures/requirements/guidelines.

11. Include an assertion from the offeror that to the best of its knowledge no OCIs exist currently, if applicable. Provide a list of all the prime’s and proposed subcontractor(s)’s NASA contracts and subcontracts currently being performed, contracts performed within the last five years of the release of this solicitation, and contracts being considered in the next two (2) years in order to provide the CO a better understanding of other NASA work performed by the offeror that may give rise to an actual or potential conflict. For each prime contract and subcontract listed, the offeror shall: (1) identify the contract number; (2) describe the scope of work in sufficient detail to ascertain the likelihood of a conflict with performance of this contract; and (3) discuss any conflicts that may arise from performance of the listed contracts and award of this contract. Note: Attention should be paid to organizations that are involved in or have a potential interest in Science Mission Directorate (SMD) programs and investigations.

12. The offeror shall also list any non-NASA Federal contracts and subcontracts that it or its proposed subcontractors are currently performing, have performed in the five years preceding the release of the solicitation, and are being considered in the next year that may give rise to an OCI. For each prime contract and subcontract listed, the offeror shall: (1) identify the contract by number and name; (2) identify the name, address and contact information of the customer(s); (3) describe the scope of work in sufficient detail to ascertain the likelihood of a conflict with performance of this contract; and (4) discuss any conflicts that may arise from performance of the listed contracts and award of this contract.

Note: Attention should be paid to organizations that are involved in or have a potential interest in SMD programs and investigations.

13. For financial or other interests or relationships that may give rise to an OCI, the offeror shall (1) address the nature and extent of the interest(s) or relationship(s); (2) list any entity or entities involved in the interest(s) or relationship(s) and award of this contract.

14. The offeror shall address how it will avoid, neutralize, or mitigate each potential OCI listed above.

Sufficient information must be provided to allow a meaningful evaluation of the potential effect of the interest on the performance of the PWS.

15. Include a requirement to update this plan as necessary to address specific OCIs and PCIs. All updates to the plan must be approved by the contracting officer and the updates/changes must be incorporated in the contract to be effective.

16. Require periodic self-audits to ensure compliance with established OCI and PCI procedures/requirements/guidelines.

17. Define records related to the OCI plan (e.g., training and audit records) that will be made available to the Government upon request. At a minimum, the offeror shall make available those records which show their compliance to the Applicable Documents cited above. The offeror shall address its plan and process to meet (1) in accordance with NFS 1837.802-70, Release of Contractor’s Sensitive Information, NFS 1852.237-72, Access to Sensitive Information, and NFS 1852.237-73, Release of Sensitive Information, (including the contractor’s obligation to safeguard sensitive information and preclude access by or disclosure to persons and entities outside of its organization, and how the contractor will allow access to sensitive information only to those employees who need it to perform services under the contract), (2) the contractor’s obligation to conduct business in an ethical manner in accordance with FAR 52.203-13, contractor’s Code of Business Ethics and Conduct, and (3) the contractor’s obligation to prevent personal conflicts of interest in accordance with FAR 52.203-16, Preventing Personal Conflicts of Interest.

18. In an appendix to the OCI Plan identify the strategy (e.g., mitigation, limitation on future contracting) for resolving each potential or actual OCI that is identified in the solicitation, created by the requirements of the solicitation/contract, or created by requirements of a task order, and explain the effect of such strategy on performance of the contract. The offeror, or any teaming partner, must not expect that use of a firewall within its own organization to mitigate “impaired objectivity” OCIs will be acceptable to NASA, including under joint venture relationships. Such firewalls generally provide insufficient mitigation for an “impaired objectivity” type of OCI. Additionally, the offeror must not expect that the use of firewalled subcontractors to mitigate “impaired objectivity” OCIs will be acceptable to NASA. Use of such firewalls, except in extremely limited circumstances, prevents the offeror from effectively managing its subcontractor(s) and the task. Note: Specific plans to limit future competition are reflected in the clause at NFS 1852.209-71, Limitation of Future Contracting.

19. SMD Announcements of Opportunity (AOs) specify that the Contractor will be subject to a “Full Limitation,” in which this contract creates an unmitigable organizational conflict of interest for the contractor in the event that any business unit of the contractor has a proposed role as prime contractor, subcontractor, or participating organization. Because of this organizational conflict of interest, the contractor is precluded from participating in any capacity in support of a respondent under an SMD AO.

Remarks: N/A

Maintenance: The Contractor shall review the OCI Plan on an annual basis or as directed by the CO to revise the OCI Plan if necessary. Revisions are subject to CO approval and shall be incorporated by change page or complete reissue.