Organizational Conflict of Interest (OCI)

Process Owner

Senior Executive of Corporate Contracts

Background and 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 in depth 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.

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.

Mitigation Plan – A plan developed and submitted to the Contracting Officer that reflects the proposed process to mitigate OCI issues.

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.

Policy

GovC shall implement and maintain OCI guidelines for the appropriate mitigation and/or management of any actual or potential OCI issues, throughout the organization. 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. Any 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.

Requirements

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.

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.

OCI Vetting Process

The 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.

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.

Subcontractor Implications

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.

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.

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.

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.

Violations of this policy may result in disciplinary action up to and including termination of employment.

Responsibilities

Senior Executive of Corporate Contracts

• OCI process owner.

• Monitor routine business unit implementation of the OCI policy for compliance, and ensure that the policies, procedures and training are adequate.

• Responsible for the corporate resource and repository for mitigation plan content

• Maintain OCI vetting documents

• Report incidents of violations to General Counsel.

• Establish and maintain GovC’s OCI training program.

Senior Executive of Corporate Business Development

• Coordinate with Corporate Contracts to address OCI issues on potential work.

BU Presidents

• Establish internal procedures within their BUs to effect understanding of, and compliance with this document.

Office of the General Counsel

• Coordinate with other responsible parties on OCI issues.

• Investigate incidents of the violation of this policy (paragraph 8, above).