J-5-_Business_Ethics _Conflict_of_Interest_and_Compliance_Submission_by_Offeror-Contractor.docx

Attachment J.5 (Sample only-form to be used at task order level) BUSINESS ETHICS, CONFLICT OF INTEREST AND COMPLIANCE SUBMISSION BY OFFEROR/CONTRACTOR v1-14-2015

ATTACHMENT J.5

BUSINESS ETHICS, CONFLICT OF INTEREST AND COMPLIANCE SUBMISSION BY OFFEROR/CONTRACTOR (To be completed by Offeror/Contractor – Please include all of the following information in your submission. Ensure that the submission includes the appropriate section and page numbers for ease of reference.)

NAME OF OFFEROR/CONTRACTOR/SUBCONTRACTOR:

DATE SUBMITTED:

CERTIFICATION TYPE:

Initial Certification Annual Certification with Revisions Annual Certification without Revisions Interim Certification (As Necessary)

Contractor Business Ethics, Conflict of Interest and Compliance Program Submissions: FAR 3.10 and FAR 52.203-13, Contractor Code of Business Ethics and Conduct, identify “…policies and procedures for establishment of contractor codes of business ethics and conduct, and display of agency Office of Inspector General (OIG) hotline posters.” The following chart is provided to clarify disclosure expectations under this contract:

(Large Businesses and Not a Commercial Item Contract)

PLAN FOR MONITORING/

REPORTING OCIs/PCIs (Large Businesses Shall Incorporate OCI/PCI Monitoring/Reporting as Part of Its Compliance Program)

The following details are provided for respective disclosure expectations:

A. DESCRIPTION OF CORPORATE AND ORGANIZATIONAL STRUCTURE:

Offerors/Contractors shall provide:

1. High level organizational charts that show the complete corporate organizational structure of the Offeror/Contractor, to include parent and affiliated organizations, as applicable;

2. Internal organization chart of the entity performing the work; and,

3. Narrative explanation of structure/ownership.

B. CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT:

In accordance with FAR 52.203-13, a Contractor Code of Business Ethics and Conduct is required for awards >$5Million. Offerors/subcontractors shall submit “draft” Contractor Code of Business Ethics and Conduct information with the proposal. Once the contract is awarded, Contractors shall submit the Contractor Code of Business Ethics and Conduct information in accordance with H.1.c.3.

Both pre-award and post-award Contractor Code of Business Ethics and Conduct information submitted shall describe the –

1. Contractor Code of Business Ethics (Code of Conduct); and

2. Business Ethics Awareness and Compliance Program/Internal Control System (Compliance Program) – Does not apply if the Offeror/Contractor has represented itself as a Small Business concern pursuant to the award of this contract, in accordance with, but not limited to, FAR 52.203-13, Code of Business Ethics and Conduct.

Compliance Program (As Applicable): The Offeror’s/Contractor’s Compliance Program shall address the risks to the Government and shall describe in detail the elements, personnel, processes and procedures that the Offeror/Contractor intends to utilize in order to assure that the Offeror/Contractor, including any affiliates and subcontractors of the Offeror/Contractor, are in compliance with their respective OCI/PCI programs, and all appropriate statutes, regulations and contractual requirements. In addition, the Compliance Program shall address compliance with the Offeror’s/Contractor’s own policies and procedures.

The Offeror’s/Contractor’s demonstration of an adequate Compliance Program includes, but is not limited to, the following:

1. Name of Compliance Officer;

2. Position description for the Compliance Officer;

3. Code of Conduct;

4. “Hot Line” Reporting Mechanism;

5. Written Compliance Policies and Procedures;

6. Names and positions of the Board of Directors and/or Compliance Committee members; charged with oversight of the Compliance Program;

7. Charters for the Board and Compliance Committees;

8. Training Program(s);

9. Monitoring and Reporting of compliance matters;

10. Risk Assessment Protocol(s), if any; and,

11. Approach to address future potential required Corrective Action Plan(s).

C. ANNUAL EXTERNAL/INDEPENDENT AUDIT OF CONTRACTOR CODE OF BUSINESS ETHICS & CONDUCT/COMPLIANCE PROGRAM:

Prime Contractor/Offeror: An annual External/Independent Audit is required if a contract section H.1 ‘Alternate’ is included. If required, Offerors shall describe its plan for this audit (See Section H.1.f).

Subcontractors: An audit shall be required at the discretion of the Prime Contractor. If the Prime Contractor requires an audit of the subcontractor(s), the subcontractor’s audit shall be included with the Prime Contractor’s submission.

D. DESCRIPTION OF ALL ACTUAL, POTENTIAL, AND/OR APPARENT OCIs AND FINANCIAL INTERESTS/RELATIONSHIPS:

Offerors/Contractors shall provide the following:

1. OCI/PCI COMPLIANCE PROCESS: Describe the OCI/PCI oversight process including, but not limited to, how the contractor identifies and resolves OCIs (See Section H.1).

2. DISCLOSURE OF CONTRACTS THAT COULD POSE AN ACTUAL, POTENTIAL, AND/OR APPARENT OCI: Disclose all current/active and known future non-foreign contracts that could give rise to an actual, potential, and/or apparent OCI, for itself, its parent(s) and affiliate(s), including potential subcontracts, using the table below:

UA, BG and/or IO Explanation:

If answer is “No,” please provide explanation why it’s not a conflict. If yes, see # 4 below.

* Disclose whether an actual, potential, and/or apparent Organizational Conflict of Interest (OCI) exists (Yes or No) and whether the conflict is either (See solicitation/contract Section H.1 for definition of OCI and explanation of UA, BG, IO):

· UA – Unequal Access

· BG – Biased Ground Rules

· IO – Impaired Objectivity

3. FINANCIAL INTERESTS/RELATIONSHIPS: A description of all Healthcare Related Financial Interests/Relationships for itself and its parent(s) and affiliates, as defined in Section H.1, for the organization shall be disclosed using the table below. 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.

UA, BG and/or IO Explanation:

If answer is “No,” please provide explanation why it’s not a conflict. If yes, see # 4 below.

* Asterisk information in D.2 above also applies to D.3.

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

· Description of the OCI/PCI,

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

· Mitigation strategy; and,

· Time frames for resolving the OCI/PCI.

E. PERSONAL CONFLICTS OF INTEREST (PCI) (See Contract Section H for PCI definition):

Offerors/Contractors shall provide the following:

1. PCI DISCLOSURES: Personal Conflict of Interest (PCI) Financial Disclosure information shall be submitted with the J.x information for each manager and key personnel who would be, or are involved with, the performance of the contract. If paragraphs H.1.e and H.1.f. of the clause are included, PCI Financial Disclosures are also required for all Board of Director members (if applicable) and principals of the organization as defined by FAR 52.203-13, Contractor Code of Business Ethics and Conduct. Provided at Attachment J.12, is a recommended PCI Financial Disclosure Template. The template is not required to be submitted; however, the information requested in the template shall be submitted.

2. PCI ANALYSIS: Ensure that the organization’s Compliance Officer has analyzed each PCI Financial Disclosure to determine whether actual, potential, and/or apparent personal conflict(s) of interest exist. The PCI Financial Disclosure Template includes a section for the Compliance Officer to analyze disclosed information. If not submitting the recommended PCI Financial Disclosure template, the Compliance Officer’s analysis of each PCI financial disclosure shall be submitted.

3. CONFLICTS OF INTEREST MITIGATION: For each actual, potential, and/or apparent PCI identified in E.1 above, provide a proposed mitigation plan for Contracting Officer consideration.

The mitigation plan shall include the following:

· Description and rationale for each PCI,

· Mitigation strategy; and,

· Time frames for resolving each PCI.

F. SUBCONTRACTORS:

1. PRE-AWARD DISCLOSURE INFORMATION: The Prime Contractor/Offeror shall obtain all of its proposed subcontractors’ “Business Ethics, Conflict Of Interest and Compliance Submission” information identified herein, in the same format as specified in this Attachment J.11 for inclusion in the Prime Contractor/Offeror’s proposal.

Proprietary Subcontractor Information Submissions: Due to proprietary concerns, in some circumstances, a subcontractor may wish to withhold some of the information contained in J.x from the Prime Contractor/Offeror. In these events, the subcontractors may submit directly to the Government, proprietary information that cannot be disclosed to the Prime Contractor/Offeror. The subcontractor shall submit the entire OCI/PCI submission to the Government and a redacted version to the Prime Contractor/Offeror. These circumstances shall be extremely limited.

The Prime Contractor/Offeror shall be responsible for conducting an analysis of each of its subcontractors’ OCI/PCI submissions (except for the redacted information that may have been disclosed to the Government) 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’s/Offeror’s analysis of each Subcontractor’s OCI/PCI submission shall include:

· Whether the subcontractor responded to all of the OCI/PCI submission criteria stated herein;

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

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

· If an OCI/PCI must be mitigated, a recommendation to the Contracting Officer of the acceptability of the mitigation strategy.

· POST-AWARD DISCLOSURE INFORMATION: Pursuant to H.1 c.1.; H.1.c.2. and/or H.1.d, as applicable, the Prime Contractor shall obtain from its Subcontractors the required OCI/PCI disclosures. The Prime Contractor shall conduct an analysis of each of its Subcontractors’ OCI/PCI submissions as stated in F.1. The Prime Contractor shall include its analysis of each of its subcontractors with the Prime’s OCI/PCI submission to CMS. The Prime Contractor does not need to submit the underlying Subcontractor disclosures to CMS, unless the CMS Contracting Officer determines otherwise.

G. CONTRACTOR INTEGRITY/MISCONDUCT:

Offerors shall disclose any and all known -

· False Claims Act violations,

· Civil Monetary Penalties violations,

· Criminal investigations and/or indictments, and,

· Qui tam lawsuits or other administrative misconduct.

The above disclosure shall include any alleged acts, of the Offeror/Contractor and/or of any parent or affiliated company of the Offeror/Contractor, whose conduct may be attributed to the Offeror or Contractor, within the past ten (10) years.

The Offeror/Contractor shall also disclose in its submission whether the information contained in System for Award Management (www.SAM.gov) and the Federal Awardee Performance and Integrity Information System (www.FAPIIS.Gov) is current, accurate and complete. If it is not, all such information required herein, that is not reported in SAM or FAPIIS, shall be disclosed with this submission.

Certification: I hereby certify that –

1. This Certification is an Initial filed with our proposal; or a Post-award Annual; or a Post-Award Interim.

2. To the best of my knowledge and belief, I represent, by submission of this disclosure, that the Offeror/Contractor has disclosed all relevant information of which the Offeror/Contractor is aware regarding all actual, potential, and/or apparent organizational/personal conflicts of interest;

3. I am authorized to bind this entity and attest that the information submitted herein is true, accurate and complete as of this date;

4. If the contract value is >$5million, the entity has or will put in place –

· Within 30 days of award, a Final Code of Business Ethics and Conduct in accordance with FAR 52.203-13(b), and

· If the organization is a large business, within 90 days of award, a Final Business Ethics Awareness And Compliance Program And Internal Control System (Compliance Program) that meets the criteria set forth in FAR 52.203-13(c); and

5. The requirements for Business Ethics, Conflict Of Interest and Compliance have been, or will be, flowed-down to all subcontractor contracts/agreements.

Print Name/Title Signature/Date