ORGANIZATIONAL_CONFLICT_OF_INTEREST.pdf

ORGANIZATIONAL CONFLICT OF INTEREST

(1) (a) The Contractor’s attention is directed to FAR Subpart 9.5 relating to Organizational Conflicts of Interest (OCI).

(b) The Contractor represents that it will act in good faith and take reasonable steps to identify and disclose to the Contracting Officer any OCI, which exists or which may arise in the implementation of this contract, as soon as they become known or they should have become known to the Contractor. The Contractor represents that if it discovers an OCI or potential OCI, a prompt and full disclosure shall be made in writing to the Contracting Officer. The disclosure shall include a description of the action the Contractor has taken or proposes to take in order to avoid or mitigate the OCI.

(c) For the purposes of this clause, the term “Contractor” means the Contractor, its subsidiaries and affiliates, joint ventures involving the Contractor, any entity with which the Contractor may hereafter merge or affiliate and any other successor or assignee of the Contractor.

(d) By submitting a proposal in response to this solicitation, an offeror is representing that it and its proposed subcontractors are able to perform all of the work, as described in the SOW, without violating any current contractual restraints. Current contract restrictions (e.g., FAR 9.507‐2) that bar an offeror from performing work as described in the SOW will render an offeror ineligible for award; however, if an offeror’s relevant current or prior contracts contain an acceptable OCI mitigation plan, rather than a bar on future awards, the offeror shall provide such plan with its proposal.

(f) In lieu of the restrictions established above, the Contracting Officer may allow a company to participate in an acquisition subject to the submission of an acceptable OCI mitigation plan in accordance with paragraphs (g) through (h) below. This determination by the Contracting Officer is not subject to the Disputes clause of the contract.

(g) (1) If an OCI mitigation plan is submitted, it must comply with the following:

‐ Identification of the organizational conflict(s) of interest;

‐ How the company plans on identifying additional conflicts of interest and tracking potential conflicts of interest;

‐ If applicable, how source selection of proprietary information data will be physically or electronically safeguarded (e.g., locked files, safes, etc.);

‐ How the individuals working on the contract will be segregated from the rest of the work force and whether they will report through a separate chain of command;

‐ If applicable, data security measures, including whether computer workstations dedicated to the contract will be in separate, secure areas and require unique passwords for access;

‐ How the company handles improper disclosure of sensitive information and how improper disclosure of sensitive information is communicated to the Contracting Officer;

How the OCI mitigation plan is included and enforced in all subcontracts, teaming agreements, and other agreements calling for performance of work under the contract;

‐ Training of personnel in their non‐disclosure and procurement integrity responsibilities, and the penalties the company may impose if sensitive information is disclosed;

‐ If applicable, how the company obtains Non‐Disclosure Agreements between it and subcontractors as well as those signed by company employees;

‐ If applicable, how the company plans on protecting proprietary information of other companies (Company‐to‐Company agreements);

‐ If restrictions are required to avoid OCI issues, state the period of that restriction.

(2) Before the Government determines to withhold an award based on OCI considerations, the offeror will be notified and allowed reasonable opportunity to respond. The Government may provide feedback and concerns to the OCI mitigation plan and request additional information regarding the OCI mitigation plan or request changes to the OCI mitigation plan. A revised OCI mitigation plan may be submitted to address the Government’s concerns.

(3) Failure to provide an acceptable OCI mitigation plan shall make the offeror subject to the restriction described in paragraph (e) above or ineligible for award, depending on the circumstances. The Government’s determination regarding the adequacy of the OCI mitigation plan or the possibility of mitigation are unilateral decisions made solely at the discretion of the Government and are not subject to the Disputes clause of the contract. This determination may not be appealed.

(4) Provided that an OCI mitigation plan is acceptable to the Government, the Contractor’s parent corporation, subsidiaries, or other physically separate profit and loss centers may not be precluded from acting as a prime, subcontractor or consultant on future task/delivery orders or contracts. The Government may terminate the contract for default if the Contractor fails to implement and follow the procedures contained in any approved OCI mitigation plan.

(5) If the mitigation plan is approved, the Contractor shall implement the OCI mitigation plan, and it shall be an attachment to the contract.

(h) The Contractor acknowledges the full force and effect of this clause. It agrees to be bound by its terms and conditions and understands that violation of this clause may, in the judgment of the Contracting Officer, be cause for Termination for Default under FAR 52.249‐6. The Contractor also acknowledges that this does not represent the sole and exclusive remedy available to the Government in the event the Contractor breaches this or any other Organizational Conflict of Interest clause.

(End of clause)