Legal OCI Certification Form

Legal OCI Certification Form

This Legal OCI Certification Form (the "Certification") is made effective as of by and between Contracting Party: , Address: and Contractor: , Address: .

Recitals

WHEREAS, the Contracting Party intends to procure goods or services under Contract No. for the project described as:

WHEREAS, the Contracting Party requires contractors and prospective contractors to identify and disclose any Organizational Conflict of Interest ("OCI") that may impair impartiality, objectivity, or result in unfair competitive advantage; and

WHEREAS, the Contractor desires to certify its OCI status, disclose any potential conflicts, and, where necessary, propose mitigation measures to address such conflicts.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

1. Definitions

For purposes of this Certification: "Organizational Conflict of Interest" or "OCI" means any situation in which the Contractor's other activities, relationships, or financial interests create an actual or potential conflict that would (a) impair the Contractor's objectivity in performing contract work; (b) provide the Contractor an unfair competitive advantage in obtaining the contract; or (c) otherwise limit the Contractor's ability to perform the contract in the best interests of the Contracting Party.

2. Representations and Certifications

The Contractor represents and certifies the following (select one):

  Contractor has no Organizational Conflict of Interest related to the subject procurement and so certifies under penalty of applicable law.

  Contractor has identified one or more potential or actual Organizational Conflicts of Interest and provides the following disclosure and proposed mitigation:

3. Disclosure Obligations

The Contractor shall disclose in writing to the Contracting Party any OCI discovered after execution of this Certification within calendar days of discovery. The disclosure shall describe the nature of the OCI, the affected contract tasks, and any proposed mitigation measures.

4. Mitigation Plan

If a potential or actual OCI exists, the Contractor shall propose a mitigation plan sufficient to eliminate or neutralize the adverse effect of the conflict. The mitigation plan shall include, at minimum, identification of the mitigation measures, the party responsible for implementation, and a schedule for completion.

5. Remedies and Enforcement

If the Contracting Party determines, in its reasonable discretion, that an OCI exists and that the Contractor's proposed mitigation is inadequate, the Contracting Party may require additional mitigation, refuse to award or continue performance, or terminate any contract in whole or in part for cause. Remedies include, without limitation, suspension of work, withholding of payments, declaration of default, equitable relief including injunctive relief, and recovery of damages, including consequential damages arising from nondisclosure or misrepresentation.

The Contractor shall indemnify, defend, and hold harmless the Contracting Party from losses, claims, or liabilities arising from the Contractor's failure to disclose an OCI or from misrepresentation of its OCI status.

6. Confidentiality

Information disclosed under this Certification that is identified by the Contractor as proprietary or confidential shall be treated as such to the extent permitted by law. Notwithstanding the foregoing, the Contracting Party may disclose such information to its advisors, auditors, or oversight authorities on a confidential basis when necessary for contract administration or legal compliance.

7. Records and Audit

The Contractor shall maintain complete and accurate records supporting the information and certifications made herein for a period of not less than three (3) years following final payment under any contract that arises from the procurement. The Contracting Party reserves the right to audit such records upon reasonable prior notice.

8. Notices

All notices, disclosures, and communications required or permitted under this Certification shall be in writing and delivered to the representatives identified below.

9. Amendments; Waiver; Counterparts

This Certification may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing signed by the waiving party. This Certification may be executed in counterparts and delivered by facsimile, electronic image, or other electronic transmission, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. Governing Law; Entire Agreement; Severability

This Certification shall be governed by and construed in accordance with the laws of the state or jurisdiction specified in the resulting contract or, if none is specified, the laws of the state of the Contracting Party's principal place of business, without regard to conflicts of law principles.

This Certification constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written representations, statements, or agreements relating thereto.

If any provision of this Certification is held invalid or unenforceable, the remainder of this Certification shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

11. Certification

By signing below, the undersigned authorized representative of the Contractor certifies, under penalty of law, that the statements made in this Certification are true, complete, and accurate to the best of the signatory's knowledge, and that the Contractor understands the obligations and potential remedies described herein in the event of nondisclosure, misrepresentation, or failure to mitigate an OCI.

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