OCI Mitigation Plan
Produces a complete OCI mitigation plan under FAR Subpart 9.5 covering conflict identification, tailored mitigation strategies, compliance architecture, and binding certifications.
Prerequisites
Gather before drafting:
- Contractor identity — legal name, corporate structure, parent/subsidiary relationships, UEI, CAGE code
- Procurement details — solicitation/contract number, agency, SOW, contract type, performance period
- Prior government work — relevant contracts, advisory roles, non-public information access
- OCI correspondence — prior communications with the contracting officer
- Organizational relationships — teaming agreements, subcontractors, equity interests, consulting arrangements
Quick Start
- Extract key data from uploaded documents (corporate structure, solicitation scope, prior contracts, non-public info accessed, personnel with dual exposure, prior OCI communications)
- Analyze each FAR 9.5 conflict category for materiality
- Draft tailored mitigation measures for each identified conflict
- Build compliance and monitoring framework
- Include binding certification by authorized corporate officer
Output Structure
Section 1: Executive Summary
- Contractor identification (name, UEI, CAGE, corporate family)
- Procurement identification (solicitation #, agency, scope)
- Legal basis (CO request / proposal requirement / voluntary disclosure)
- Prior OCI correspondence with dates
- Summary table: identified conflicts → proposed mitigations
Section 2: Conflict Identification & Materiality
Analyze each FAR 9.5 category:
| Category | FAR Basis | Key Questions |
|---|
| Unequal Access to Information | 9.505-4 | Non-public info obtained? Through which contracts? Still competitively useful? |
| Impaired Objectivity | 9.505-3 | Advising on matters with financial interest in outcomes? Equity/teaming with benefiting entities? |
| Biased Ground Rules | 9.505-1, 9.505-2 | Drafted specs, SOW, or evaluation criteria? Prior work shaped requirements? |
For each conflict, document:
- Factual narrative (contracts, dates, personnel)
- Government interests at risk and competitive implications
- Materiality rating (substantial vs. theoretical)
- Whether appearance of impropriety alone warrants mitigation
Section 3: Mitigation Strategies
Tailor measures to each conflict from this toolkit:
Organizational Firewalls — physical separation, electronic controls (separate networks, restricted access), administrative controls (separate reporting chains, NDAs), personnel assignment criteria, breach detection protocols
Personnel Recusal — objective recusal criteria, documentation/approval process, backfill procedures, communication of restrictions
Disclosure & Transparency — categories subject to ongoing disclosure, notification timeframes, regular reporting cadence, government recipients and format
Business Activity Restrictions (when firewalls insufficient) — non-competition commitments, information use restrictions, divestiture/relationship termination, scope reductions
Section 4: Implementation & Compliance
Governance: Designate OCI Compliance Officer with independence from program management, direct executive access, authority to halt activities.
Training: All contract personnel receive initial + annual training on FAR OCI principles and specific restrictions. Supervisors, BD staff, and new hires to affected programs receive targeted training. Require signed acknowledgments.
Monitoring & Audit: Active verification (access logs, recusal records, firewall integrity), compliance reviews at defined intervals, documented investigation reports.
Periodic Certifications: Quarterly certifications to CO affirming plan effectiveness, disclosing violations/remediations, flagging changed circumstances. Senior official signs with due diligence.
Change Management: Define material change triggers (reorgs, personnel moves, new relationships, scope changes). Prompt CO notification. Written OCI assessment before modifications.
Corrective Action: Immediate containment → investigation → root cause → discipline → systemic fix → full CO disclosure with remediation plan.
Section 5: Binding Certification
Draft certification by authorized corporate officer:
CERTIFICATION
I, [Name], [Title], of [Contractor Legal Name], hereby certify that:
1. The foregoing OCI analysis is complete and accurate after reasonable inquiry;
2. All material facts bearing on potential conflicts have been disclosed;
3. [Contractor] commits to implementing mitigation measures as described;
4. This plan, upon government acceptance, constitutes a binding contractual obligation;
5. Non-compliance may result in: termination for default, suspension/debarment,
referral for investigation, and all other available remedies.
_____________________________
Name / Title / Organization / Date
Certifying official must have binding authority (corporate officer or equivalent). For subsidiaries, assess whether parent ratification is needed.
Checks
- No boilerplate — every mitigation must be tailored to the identified conflict; generic firewalls without factual grounding will be rejected
- Appearance matters — mitigate conflicts creating appearance of impropriety even if actual harm is unlikely
- Temporal scope — address both performance-period and post-performance residual conflicts
- Agency supplements — flag when DFARS, NFS, or other supplements impose additional requirements [VERIFY citations against current regulations]
- Regulatory basis — FAR 9.504 (CO responsibilities), 9.505 (representations), 9.505-1 through 9.505-4 (specific conflict types)
- Tone — professional, candid, formal; avoid defensive posturing
- Audience — contracting officers, agency counsel, IG offices, potentially GAO
- Dual purpose — satisfy legal/regulatory requirements AND serve as operational implementation guide
