Organizational Conflict of Interest (OCI)
Process Owner Senior Executive of Corporate Contracts Purpose GovC is committed to conducting its business with the utmost integrity and in compliance with all applicable laws and regulations which extends to GovC’s vigilance in the identification and mitigation of Organizational Conflicts of Interest (OCI) and unfair competitive advantage (UCA) (collectively OCI). It is the policy of GovC to adhere to all regulations and laws that address OCI issues as set forth in the Federal Acquisition Regulation (FAR), Subpart 9.5.
GovC recognizes that the nature of the work we perform may create the potential for OCI issues; therefore, it is the responsibility of all GovC employees, especially those in management, business development, contracts and business operations positions to recognize an OCI, and to take appropriate measures to ensure that actual, potential or perceived conflicts are appropriately and timely addressed and resolved to the satisfaction of the customer and GovC in accordance with applicable laws, regulations and statutes.
The existence of OCI issues does not necessarily mean that GovC will be, or should be excluded from a business opportunity. The FAR grants discretion to Contracting Officer’s to decide how and when OCI regulations should be applied, and refers to the “exercise of common sense, good judgment, and sound discretion…” in the decision making process. However, this discretion applies only to Contracting Officers, and not to contractors. Government contracting officers may permit the use of a mitigation plan to allow a contractor to support work that might otherwise be considered an OCI, thereby resolving the conflict. A mitigation plan generally places a firewall between those personnel and data that may be involved in conflicted work to ensure compliance with and integrity of the policy as contained herein. Such plans may be complex, and require an indepth knowledge and understanding of the subject matter. Additional safeguards may take the form of personnel assignment policies, nondisclosure agreements, document controls, or other appropriate actions for achieving the required protection and segregation of people and information.
Timeliness is critical to the successful resolution of all OCI issues, whether actual or perceived. Adequate time is required to prepare an acceptable approach to avoid, neutralize or mitigate all issues. The Government also needs time to review and address the issues after a GovC course of action has been determined. Definitions
OCI – Organizational Conflict of Interest can exist when the objectivity or impartiality of a contractor is challenged or undermined by the contractor’s access to certain types of information. For the purposes of this policy, the term OCI is used to refer to either or both Organizational Conflict of Interest and Unfair Competitive Advantage as appropriate. UCA – Unfair Competitive Advantage can exist when a competitor has access to information that is proprietary to the government or another contractor. FAR – Federal Acquisition Regulation – the collection of Federal Regulations that govern the procurement of goods and services by the Federal Government. SOW – Statement of Work is the document that describes the performance obligations of the contractor under the contract. Mitigation Plan – A plan developed and submitted to the Contracting Officer that reflects the proposed process to mitigate OCI issues. MCMS – GovC Contract Management System – the system GovC employs to vet OCI issues company-wide. BAP - GovC’s Business Acquisition Process Business Unit (BU) – GovC Operational entities Opportunity Lead – The individual, described in GovC’s BAP, who has responsibility for overall direction of a pursuit. This may be a BD lead, a business manager or a Senior Executive depending on the strategic nature of the pursuit. GovWin – GovC’s Lead (opportunity) tracking system. Policy
1. General Policy. As a matter of corporate policy, GovC shall implement and maintain OCI guidelines for the appropriate mitigation and/or management of any actual or potential OCI issues, throughout the Corporation. Compliance with this policy is the responsibility of each employee and GovC expects employees to follow all company policies and procedures established to support this objective.
2. Existing OCI. Any GovC employee who suspects that an OCI issue may exist, shall immediately notify management and seek the advice of their Business Unit Contracts representative or Corporate Contracts. Note: The application of the FAR OCI regulations is not solely dependent upon whether a contract contains an OCI clause or FAR reference. If the facts and circumstances fit the regulatory criteria, then FAR Subpart 9.500 applies.
3. Identification and Visibility of OCI issues within GovC. This policy prescribes a multi-tiered approach to identifying potential OCI situations as early as possible in the business life cycle, as discussed below, together with the minimum actions required to be taken in each situation:
Qualification of pipeline opportunities. As the first review of a new opportunitity, this is the most advantageous time to identify real or potential OCI issues. Business development staff must evaluate the potential for an OCI based on (1) the existing GovC business base, and (2) opportunities being carrried in GovWin that, if won, would create an OCI. In accordance with GovC’s BAP, an initial OCI determination is made at the Qualification stage of an opportunity’s lifecycle. Cross organizational OCI determination is made through entry of the description of the work into the MCMS immediatley following Gate 1 of the BAP process, if enough information is available at that time to allow the BUs to accurately access the situation. Otherwise, the OCI will be vetted via the MCMS upon receipt of the solictation or upon receipt of other relevant information.
a. Capture Gate Reviews. Status of GovC OCI determination and vetting shall be added to the required information content for each gate review as a means by which to provide both quality assurance to the process, ongoing OCI visibility and status to management.
b. Upon receipt of a solicitation. If a draft Request for Proposal (RFP), final RFP or Statement of Work which GovC plans to respond to contains OCI language that would cause an OCI and/or requires mitigating action, the BU must input the opportunity (applicable information) into the MCMS OCI vetting process described within Attachment 1, MCMS OCI Workflow Process Diagram.
c. Before Proposal Submission. For all proposals, the GovC business unit submitting the proposal must certify in accordance with policy CO 201, on Form A, Cost/Price Proposal Approval Sheet. Signature on this form certifies that an OCI review, through the MCMS OCI process, was completed and that each GovC business unit was queried as to whether an OCI issue exists within that business unit with ongoing contracts,tasks or any outstanding bids and the proposed new work. If the MCMS OCI process was completed far in advance of the proposal stage, the BU should use their discretion and best judgement to determine whether to resubmit the OCI for a 2nd review process.
OCI Resolution/Mitigation: In the event an OCI issue is identified, it must be addressed and resolved before proposal submittal.
a. If time does not permit the full and complete vetting of the OCI by all GovC business units prior to proposal submittal, the proposal may still be submitted provided that it incorporates the following written statement:
“At the time of this proposal submission, GovC International Corporation is conducting a full and complete vetting of this opportunity throughout all GovC business units for Organizational Conflict of Interest and Unfair Competitive Advantage issues. If an Organizational Conflict of Interest or Unfair Competitive Advantage situation is found to exist it will be addressed with appropriate action prior to contract award or the start of the period of performance.”
b. Business Unit Operational Reviews. Business units shall report the status of outstanding OCI workflows in operational reviews for ongoing bids or pipeline opportunities, as appropriate. This will provide, for senior management, visibility into OCI issues and their resolution progress.
4. OCI Vetting Process. a. The vetting and mitigation process details are included in Attachment 1 to this Policy. b. The GovC business unit leading the proposal effort is responsible for initiating the OCI vetting process and for following through to full completion. All business units queried during the OCI vetting process are responsible for providing timely OCI review and response to the initiating business unit. c. In situations where the potential for an OCI exists, all affected business units shall collaborate expeditiously to resolve the issue and, where possible, define, obtain approval for, and implement mitigation plans and procedures as may be appropriate to the given situation. d. The results of the completed OCI vetting process shall be maintained in the contract folder of the respective programs along with any mitigation plans which were implemented. The results and mitigation plans will also be maintained in the MCMS.
5. Subcontractor Implications to GovC OCI. GovC BU subcontract representatives will ensure that all subcontractors included on a bidding team or on a contract are aware of, and adhere to, all of the stated requirements concerning any OCI issues. Business Unit Subcontract Representatives are responsible for requiring subcontractors to self-identify OCI issues to GovC and work with GovC to satisfactorily address such OCI issues prior to proposal submissions, or as expeditously as possible if already engaged in contract performance. Such provisions must be included in subcontractor teaming agreements and subcontracts.
6. Mitigation Plans. Assistance with, and approval of all OCI mitigation plans shall be sought from Corporate Contracts who will seek assistance from the General Counsel as appropriate. The relevant business unit(s) and Corporate Contracts will ensure that the plan is sufficiently detailed to provide adequate mitigation prior to seeking customer approval of the proposed plan.
7. OCI Training. Each GovC business unit shall ensure that their personnel, as applicable, receive annual training regarding OCI matters. Employees performing on contracts with OCI restrictions must ensure strict compliance with the training and certification requirements as contained in the contract specific mitigation plans. OCI training will be provided by Corporate Contracts.
8. Violation of OCI Principles or Policy. Any director, officer or employee who becomes aware of any of the following circumstances should immediately report such incident to their respective Manager and the Senior Contracts Executive at the applicable business unit who will provide notice to Business Unit President, Sr. Business Operations, Corporate Contracts and General Counsel. • Any unauthorized disclosure, deliberate or otherwise, of information protected under any firewall plan or other control implemented to address the objectives of this policy; • Any situation or occurrence which creates, or has created, biased judgment or impaired objectivity of company personnel providing services to a government customer; • Any failure to comply with any legal, contractual, judicial, or administrative obligation of the company with regard to the disclosure of information or assignment of personnel; and • Any situation or occurrence resulting in the unauthorized possession of proprietary information obtained through violation of established policy.
Violations of this policy may result in disciplinary action up to and including termination of employment.
Responsibilities Senior Executive of Corporate Contracts • Act as OCI process owner for GovC. Prepare and obtain approval of GovC OCI policy and procedures. • Monitor routine business unit implementation of the OCI policy for compliance, and ensure that the policies, procedures and training are adequate and effective in meeting stated GovC objectives. • Implement, maintain and monitor an on-line module, including automated requests and responses, for OCI screening of existing contracts and opportunities. Currently, this module is part of the GovC Contract Management System (MCMS). • Establish mechanisms for ensuring the contracts staff are aware of the provisions of this policy. • Responsible for the corporate resource and repository for effective mitigation plan content and examples. Maintain examples of mitigation plans that are effective in resolving typical conflict types that would be expected to arise within GovC. • Maintain the results of GovC OCI vetting within the MCMS for all impacted contracts and bid opportunities. • Report incidents of violation of paragraph 8, above (Violation of OCI Principles or Policy) to the Office of the General Counsel for recommendations on adjudication. • Establish and maintain GovC’s OCI training program.
Senior Executive of Corporate Business Development • Coordinate requests from business unit Presidents for resolution of otherwise unresolvable OCI issues that are elevated to the Corporate Staff for adjudication or other assistance. Prepare issue and disposition summaries of each instance for the GovC President/COO. • Add or modify GovC OCI policy within the GovC BAP to reflect OCI vetting and compliance procedures. • Collaborate with Contracts to implement effective mechanisms to (1) implement the policy and (2) provide the Corporate Staff with visibility on OCI issues underway in the vetting process. • Adjudicate OCI issues escalated to corporate by BU Presidents.
President/COO • Final Authority on OCI issues escalated to Corporate.
BU Presidents • Establish internal procedures within their BUs to effect understanding of, and compliance with this document and the GovC BAP, including but not necessarily limited to the following: o Early indentification of potential OCIs and initiating of vetting processes. BU Presidents have the flexibility to determine for their respective BUs what combined roles and responsilities their BD and other staff will have in fulfilling this requirement. o Effective OCI treatment and review (per this policy’s requirements) as a part of capture gate reviews, RFP and pre-proposal reviews, proposal sign-off and contract pre-award. o Personal awareness of potential or actual OCI issues awaiting resolution for either their respective BU or affiliate BU’s. o Coordinated and collaborative action planning with peers to resolve OCI issues at the lowest level possible within GovC. o Creation of effective mitigation plans and assistance (as required and appropriate) in obtaining government acceptance of mitigation plans. o Ensuring that BU staff attend annual mandatory OCI training.
Office of the General Counsel • Investigate incidents of the violation of this policy (paragraph 8, above). • Provide reports of violations to business unit Presidents with recommended adjudication. • Keep the President/COO informed of these issues and outcomes with the appropriate level of urgency and timeliness they each deserve based on circumstances.
Procedures None References
Policies: CO 201 Proposals and Contracts Procedures: None Attachments: CO 701, Attachment 1, MCMS OCI Workflow Process Diagram CO 701, Attachment 2, FAR Subpart 9.5 Forms: CO 201, Form A, Cost/Price Proposal Approval Other: GovC Contract Management System (MCMS)
