MODIFICATION
K -- AMCOM Logistics Support Facility Management Activity (LSFMA)
- Notice Date
- 2/9/2012
- Notice Type
- Modification/Amendment
- NAICS
- 336411
— Aircraft Manufacturing
- Contracting Office
- ACC-RSA - (Aviation), ATTN: AMSAM-AC, Building 5303, Martin Road, Redstone Arsenal, AL 35898-5280
- ZIP Code
- 35898-5280
- Solicitation Number
- W58RGZ11R0231
- Archive Date
- 2/8/2013
- Point of Contact
- LISA STARBUCK, 256-842-3009
- E-Mail Address
-
ACC-RSA - (Aviation)
(lisa.starbuck@us.army.mil)
- Small Business Set-Aside
- N/A
- Description
- The purpose of this Modification of previous notice to the draft RFP is to revise the draft OCI verbiage to reflect the following (Please submit any questions or comments regarding this revision by Close of Business Monday, February 20th, 2012): H-25 ORGANIZATIONAL CONFLICTS OF INTEREST (OCI) Introduction: The LSFMA contract will be a Multiple Award Indefinite Delivery Indefinite Quantity (IDIQ) contract and there will be continuing competition during the ordering period of the contract. The Government recognizes its responsibility to maintain the integrity of the competitive process by protecting the competitive sensitive data of the multiple awardees. However, the Government also recognizes that contractors providing support on multiple services contracts have the potential to severely affect mission accomplishment through conflicts of interest. The buying activity, ACC-Redstone, must be able to maintain competition on task orders under this and other contracts. The LSFMA contract will receive a preponderance of requirements from aviation program offices located at Redstone Arsenal Alabama. These program offices, and the RDEC Directorates that provide aviation support (such as Aviation Engineering Directorate, Software Engineering Directorate, and Engineering Directorate) heavily utilize Contract Advisory and Assistance Services (CAAS) contracts and in particular the "AMCOM EXPRESS" contract. As a result, LSFMA contractors that participate in other CAAS contracts to specifically include the "AMCOM EXPRESS" contract are considered to have a high potential of OCI issues that will require robust mitigation plans. This is especially true as it relates to FAR 9.505-4, "Obtaining Access to Proprietary Information." An overarching mitigation plan is required to be submitted with the contractors competitive proposal for Government review and ultimately into the contract. In addition, each delivery order will be reviewed to determine if the overarching OCI plan meets the need for OCI protection or if a need to tailor the plan for any specific order will be required. If you are a prime contractor on the AMCOM EXPRESS contract, you are considered to have an OCI with the LSFMA program that will require a mitigation plan that, at a minimum, divests you from working on the AMCOM EXPRESS contract for any current or future work supporting a particular program office once the program office commences effort generating an LSFMA requirement. If you are a subcontractor to a prime on the AMCOM EXPRESS contract, you are considered to have an OCI that has the potential for issues during the life of the LSFMA contract and a robust OCI mitigation plan is required. All Offerors are advised to review the OCI clause contained in their CAAS contracts and should provide a copy of their clause with their proposed mitigation plan. a. Definitions. "Organizational Conflict of Interest" means that because of other contractual activities or relationships with the Government or other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes Corporations, Partnerships, Joint Ventures, Teaming Arrangements, and other business enterprises. "Contractor", as used in this clause, means any person, firm or corporation which has a majority or controlling interest in the contractor or in any parent corporation thereof, any person, firm, or corporation in or as to which the contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest. The term also includes the corporate officers of the contractor, those of any corporation which has a majority or controlling interest in the contractor, and those of any corporation in which the contractor (or any parent or subsidiary corporation thereof) has a majority or controlling interest. All references to the "Contractor" as contained in this clause shall apply with equal force to all of these included. "Contract", as used in this clause, means the basic contract or any task order issued there under as applicable to the level at which this clause is being invoked. b. OCI Potential. It is recognized by the parties hereto that the effort to be performed by the contractor under the LSFMA contract includes the repair and modification of components and end items, fabrication of hardware, logistic and technical support, trade studies and the update and maintenance of data and drawings, systems engineering as related to the requirement to perform a logistics task and a myriad of systems production efforts. Each requirement has a potential for access to other contractors' proprietary information. Consequently, performance of this contract creates potential OCIs such as are contemplated by FAR 9.505 or other applicable Federal Law current at the time of contract award or subsequently enacted thereafter. It is the intention of the parties that the contractor will not engage in any contractual or other activities which could create an OCI with its position under this contract; which might impair its ability to render objective/unbiased advice and recommendations on this contract or other contracts; or by which it may derive an unfair competitive advantage as a result of knowledge, information, and experience gained during the performance of this contract or other contracts and applied to this contract. c. Contractor Responsibilities. (1) The contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in the contract, the contractor does not have any organizational conflict of interest(s) as defined in paragraph a. above. The contractor agrees that, if after award, it discovers an actual or potential organizational conflict of interest at the contract level (basic contract or task order) it shall make immediate and full disclosure in writing to the Contracting Officer. Changes in the contractor's relationships due to mergers, consolidations or other unanticipated circumstances may create an unacceptable organizational conflict of interest which might necessitate such disclosure. The notification shall include a description of the actual or potential organizational conflict of interest, a description of the action that the contractor has taken or proposes to take to avoid, mitigate, or neutralize the conflict, and any other relevant information that would assist the Contracting Officer in making a determination on this matter. (2) The contractor agrees to maintain and implement a Conflicts of Interest (COI) Compliance Plan for the duration of this contract. The COI Compliance Plan shall identify the contractor's approach for adhering to the terms of this clause and shall describe its procedures for aggressively self-identifying and resolving both organizational and employee conflicts of interest. The overall purpose of the COI Compliance Plan is to demonstrate how the contractor will assure that its operations meet the highest standards of ethical conduct, and how its assistance and advice are impartial and objective. The COI Compliance Plan shall specifically address how the contractor will (a) Protect confidential, proprietary, or sensitive information; (b) Prevent the existence of conflicting roles that might bias the contractor's judgment; and (c) Prevent an unfair competitive advantage. The contractor shall permit the Government to review the COI Compliance Plan at any time during the life of this contract. (3) The contractor understands that, as a minimum, the following is considered an immediate OCI issue: access to competitive sensitive data such as other contractor cost or pricing information to include rates and development of hours, technical approaches, technical data and processes generated by a contractor and not readily available to the public, design and development information not readily available to the public. This is a representative list and is not all inclusive. (4) The contractor shall review and become familiar with the requirements of Federal Acquisition Regulation Subpart 9.5 "Organizational and Consultant Conflicts of Interest (OCI)." Particular attention is directed to FAR 9.505, FAR 9.505-1, FAR 9.505-2, FAR 9.505-3 and FAR 9.505-4. d. Task Order Level OCI. (1) Specific efforts to be performed under this contract shall be defined by individual task orders issued hereunder. It is anticipated that the activities discussed below, which will likely arise under certain task orders, could lead to or result in the creation of an OCI. These activities are not exhaustive of all potential OCIs, but are common to contracts that produce data, a product, information, assistance services or are conducted in an area that provides access to other contracts and/or other contractor information. Advanced Access to Acquisition Information - Task order performance under this contract may provide the contractor access to source selection or other acquisition information in advance of such information being provided to the public. Such information could provide the contractor a competitive advantage in a future acquisition and could be perceived as unfair by a competing contractor who is not given similar access to the relevant information. Unless otherwise approved by the Contracting Officer, the contractor is precluded from participating in contracting actions in which it was provided advanced access to acquisition information. Development of Acquisition Data - Task order performance under this contract may require the contractor to participate in the development of Government data that will be utilized for a separate Government acquisition. Such performance may include the drafting of statements of work, specifications, cost estimates, or evaluation criteria of future procurements. This activity places the contractor in a situation that could allow it to manipulate key aspects of a future procurement in its own favor, creating an unfair advantage over competing vendors and/or in a position of improperly influencing its own potential work. Unless otherwise approved by the Contracting Officer, the contractor is precluded from participating in future acquisitions, either competitive or non-competitive, for which it has participated in the development of any acquisition data. Assessment of Contractor Products and Services - Task order performance under this contract may require the contractor to assess and evaluate systems, subsystems, components, software, equipment, services, and other products developed/provided by Government contractors. It is imperative that the contractor render objective and unbiased advice to the Government in performing such tasks and that its impartiality not be undermined by the contractor's financial or other business relationship to the entity whose work is being assessed or evaluated. As such, unless otherwise approved by the Contracting Officer, the contractor shall not assess or evaluate any system, subsystem, component, software, equipment, services, or other product developed/provided by itself, or another business division, or subsidiary of the same corporation, or other entity with which it has a significant financial relationship. (2) The contractor agrees that it will assess all LSFMA task order requirements and other Government contract opportunities for which it desires to participate either as a prime contractor, subcontractor at any tier, or consultant for perceived, potential, or actual conflicts of interests as described above. The contractor further agrees to promptly notify and seek the prior written approval of both the LSFMA Contracting Officer and the Contracting Officer on the other acquisition before participating in any contract action, as a prime contractor, subcontractor at any tier, or consultant to provide material, equipment or services for which a perceived, potential, or actual conflict exists. Requests for approval of the LSFMA Contracting Officer shall comply with the requirements set forth below. The contractor shall follow the OCI approval procedures of the other acquisition, if applicable, and provide a copy of that approval/disapproval to the LSFMA Contracting Officer. (a) The contractor shall submit OCI approval requests on a task order-by-task order basis, unless the contractor is aware of multiple task orders that may create the appearance of a conflict, or be an actual conflict. In either case, the contractor shall notify the Contracting Officer as soon as the conflict/apparent conflict has been identified, but not later than the date set for receipt of task order proposals. Identification of the OCI and a copy of the request shall be included in the task order proposal. (b) The contractor's request for approval to the Contracting Officer shall include a detailed mitigation plan describing how the conflict will be mitigated or otherwise avoided. The mitigation plan shall describe in detail the task order requirement that creates the potential conflict of interest, and outline in detail the actions to be taken by the contractor to mitigate or avoid the conflict. (c) The Contracting Officer will consider the request for written approval and, at its discretion, may negotiate the terms of the mitigation plan to the satisfaction of the Government or, if the conflict cannot be adequately mitigated or avoided, determine the contractor ineligible to participate in the contract action. The Government reserves the right to reject any mitigation plan, if in the opinion of the Contracting Officer, such a plan is not in the best interests of the Government. (d) Notwithstanding the existence of a conflict of interest, and if it is determined to be in the best interest of the Government, the Contracting Officer reserves the right to seek waiver of OCI restrictions accordance with FAR 9.503. (e) The Contracting Officer's decision as to the existence or nonexistence of an actual or potential OCI shall be final. The contractor shall not commence work on any task order involving an actual or potential OCI until specifically notified by the Contracting Officer to proceed. (3) The contractor shall permit the Government to review and assess the contractor's adherence to all approved OCI mitigation plans at any time during the life of this contract and for a period of one (1) year thereafter. Reviews of mitigation plans will be conducted at the discretion of the Contracting Officer and may consider changes in the vendor community due to mergers, consolidations, or any other unanticipated circumstances that could create an unacceptable OCI. The contractor agrees to fully cooperate with such reviews and shall provide all information relevant to the implementation of approved plans. e. Protection of Information. (1) Whenever performance of this contract requires access to another contractor's proprietary information (and in particular cost and hour development information), the contractor shall (i) enter into a written agreement with the other entity involved, as appropriate, in order to protect such proprietary information from unauthorized use or disclosure for as long as it remains proprietary; and (ii) refrain from using such proprietary information other than as agreed to under this contract (e.g., to provide assistance to the Government during technical evaluation of other contractors' offers or products). An executed copy of all proprietary information agreements by individual personnel or on a corporate basis shall be furnished to the Contracting Officer within fifteen (15) calendar days of execution unless waived by the Contracting Officer. (2) The contractor shall instruct and advise its employees, through appropriate means (such as formal training and promulgation of company policies and procedures), the principles of FAR Subpart 9.5 or other applicable Federal law current at the time of contract award or subsequently enacted thereafter. Such inculcation shall include, but not be limited to, training to ensure that employees refrain from using or disclosing proprietary information except as provided by executed agreement or as allowed by the contract. Further, the contractor shall obtain from each of its employees, whose anticipated responsibility in connection with the work under this contract may be reasonably expected to involve access to such proprietary information, a written agreement, which in substance shall provide that such employee will not, during his/her employment by the contractor or anytime thereafter, improperly disclose such data or information. (3) The contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government, any information provided to the contractor by the Government during or as a result of performance of this contract or any task order issued there under. Such information includes, but is not limited to, information submitted to the Government on a confidential basis by other persons. Further, the prohibition against release of Government provided information extends to cover such information whether or not in its original form, where the information has been included in contractor generated work, or where it is discernible from materials incorporating or based upon such information. This prohibition shall not expire after any given period of time. (4) The contractor shall hold the Government harmless and will freely indemnify the Government as to any cost/loss resulting from the unauthorized use or disclosure of any third-party proprietary information by its employees, the employees of subcontractors, or by its agents. f. Compliance. Compliance with the requirements of this OCI clause is a material obligation of this contract and any issued task orders. The rights and remedies described herein shall not be exclusive and are in addition to other rights and remedies provided by law, including those set forth at FAR Part 9.5, or elsewhere included in this contract. If the contractor takes any action prohibited by this clause or fails to take action required by this clause, then the Government may terminate this contract for default. For breach of any of the restrictions contained herein, or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government reserves the right to terminate this contract for default, disqualify the contractor for subsequent related contractual efforts, and to pursue such other remedies as may be available under law. If, in compliance with this clause, the contractor discovers and promptly reports an organizational conflict of interest subsequent to contract award, the Contracting Officer may choose to undertake termination of this contract for convenience of the Government, when such termination is deemed to be in the best interest of the Government. g. Effective Period. This clause shall have effect throughout the period of performance of this contract (and any applicable task order performance period that exceeds the basic contract ordering period), any extensions thereto by change order or supplemental agreement, and for one (1) year thereafter. h. The contractor shall include the same terms as are expressed in this clause, including this paragraph, in all subcontracts awarded for performance of any portion of this requirement. When the provisions of this clause are included in a subcontract, any subcontractor requests for Contracting Officer approval required by the clause shall be submitted through the prime contractor. Subcontract restrictions will be limited to the technical area(s) addressed in the specific statements of work in the subcontractor's given task orders.
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