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This is one of Federal Publications Seminars’ newest presentations.  It is in response to suggestions that we have a course focused on subjects that are frequent topics of misunderstanding, disputes, and litigation in government contracting.  

A not-so-casual review of the decisions of the Boards of Contracts Appeals, and the contract dispute decisions of the Court of Federal Claims and the Court of Appeals for the Federal Circuit, show two leading causes of litigation: 1) Disputes over the meaning (i.e., interpretation) of the contract (including whether there is a contract and what the contract consists of), and 2) changes - or alleged changes – to government contracts (including the scope of a change, the exercise of options, proving the cost and price of a change, and of course “constructive change” allegations).  .

While contract interpretation and changes are the core of our seminar, we have included other topics, to include government contract authority, contractor responsibility, and conflicts of interest. 

Please see the Agenda for the full listing of the dispute-prone issues we will cover, and plan to join us for this seminar.
Dates and Locations
May 10-11, 2017
Hyatt Regency La Jolla at Aventine
San Diego, CA
$1325
REGISTER
DAILY SCHEDULE
8:00 AM - 3:00 PM
Schedule for La Jolla, CA and Hilton Head, SC Weeklong Conferences
I. Foundational Topics
Government Contract Authority
  • The Hard and Fast Rule of Government Contract Authority
  • Actual and Implied Government Contract Authority
  • Apparent Authority (Government and Contractor)
  • Contracting Officers, CORS, and Government Program Personnel
  • Unauthorized Commitments and Ratification
  • Contractor Exposure and Risk for Antideficiency Act Violations 

II. Government Contract Law and Contract Interpretation

Contract Formation (Whether There is a Government Contract)
  • The Contract Law of Government Contracting
  • Government Contract Types (incl. “personal services” contracts)
  • Offers and Acceptances – including “Simplified” Procedures and the End of the Mailbox Rule
  • Government Purchasing Obligations under “Agreements,” Indefinite Delivery/Indefinite Quantity and Requirements Contracts, and Schedule Contracts 
Contract Content (What the Contract Consists Of) 
  • The Parol Evidence Rule
  • The Duty of Good Faith and Fair Dealing
  • The “Christian Doctrine”
  • Pre-Contract Events and Communications (incl. pre-proposal conferences, amendments to solicitations, and less formal exchanges) 
  • Oral Presentations and Final Contract Content
  • Incorporation by Reference
  • Application without Reference
  • Status of Proposals Upon Contract Award
Contract Interpretation.  
This topic is involved in some way in most contract disputes.  Our seminar will provide more information on this critical subject than is provided in law school, and our course author and instructor literally wrote the only book dedicated to the topic in the context of government contracting: The Contract Interpretation Handbook, A Guide for Avoiding and Resolving Government Contract Disputes (and its predecessor publication, How to Read a Government Contract, A Manual on Contract Interpretation for Acquisition Professionals). 
  • The Interpretation Function 
  • The Judicial Process of Interpretation
  • The Contractor’s Duty to Continue During a Dispute
  • The Parties’ Right to Claim for Each Other’s Formal Interpretation of the Contract
  • Overarching Principles and Approaches to Interpretation 
  • Preferences in Interpretative Results 
  • Principles of Interpretation Applicable to the Text of the Contract (Intrinsic Evidence), including definitions, dictionaries, and orders of precedence.
  • Principles of Interpretation Applicable to Matters Outside the Text of the Contract (Extrinsic Evidence), including the “Plain Meaning Rule” in government contracting, and the special niche accorded to trade usage in government contracting.
  • Deciding Ambiguous Contracts – The Doctrine of Contra Proferentem  
  • The Basic Doctrine of Contra Proferentem
  • The Great Federal Exception to Contra Proferentem (The “Duty to Inquire” into a “Patent Ambiguity”)
  • The Contractor’s Obligation to Prove Reliance on Its Reasonable Interpretation  
Introduction to the Practical Exercise: Acme v. United States  
The topics that have been addressed so far in the seminar have set the stage for this case.  The facts of the case are reviewed, and seminar participants are assigned as Government, Contractor, or Judge teams.  The case will be argued on the second day (or at end of the day in a one-day presentation).  Everyone participates in the internal team discussions, but no one is required to argue the case or speak on behalf of the court – volunteers only. 

III. Contract Changes

Formal Changes
  • Types of Formal Changes
  • Requirements for a Proper Change
  • The Changes Clauses (incl. Commercial Item Contracts) 
  • The “Scope” of a Change and Cardinal Changes
  • The Contractor’s Obligations Under  Within Scope and Cardinal Changes
  • Options (and how to/not to exercise options) 
  • Government-Ordered Delays and Force Majeure
  • Differing Site Conditions
  • Funding Issues for the Government in a Change
  • Settlement Agreements and Accord and Satisfaction
 
The Constructive Change Doctrine
  • The Background of the Constructive Change Doctrine 
  • The Elements of a Constructive Change
  • Government Misinterpretation Changes 
  • Government Defective Specifications
  • Government Withholding Important Information
  • Government Failure to Cooperate
  • Government Constructive Acceleration
 
Pricing Contract Changes and Adjustments
  • The Authorities for Increased Payment
  • Price Components and Allocability Perspectives
  • The Basic Pricing Standard 
  • The Actual Cost Method
  • The Estimated Cost Method
  • The Total Cost Method
  • The Modified Total Cost Method
  • The “Jury Method”


IV  Other Topics of Dispute

Contractor Issues
  • Responsibility
  • Imputing Misconduct for Exclusion
  • Organizational Conflicts of Interest
Kenneth J. Allen

Ken was in the federal government for 37 years (31 as a lawyer).  He served in the Army either active or reserve from 1970 until retirement in 2002, and in the civil service from 1984 to 2007.  His last twenty years in government were spent in government contracting, and his last ten years included duties in federal grants and as a Special Assistant United Attorney with an emphasis on fraud.  In 2007 Ken retired from government and became the General Counsel of a defense contractor.  In 2009 he retired (third time) and now consults, teaches, and writes on government contracting subjects.

He has authored over 50 courses and materials on government contracting, subcontracting, contract interpretation, federal appropriations and fiscal law, the fiscal law of government contracting, the Antideficiency Act, federal grants, trial advocacy, and legal ethics.   

Since 1995 Ken has been a frequent educator for government training organizations, including the Army Management Staff College, Army War College, and Naval Postgraduate School (for whom he teaches best practices in defense contracting at the NPS campus in Monterey CA and at several overseas locations), as well as for Federal Publications Seminars.  

Ken is the author of Thomson Reuters’ Contract Interpretation Handbook, A Guide to Avoiding and Resolving Government Contract Disputes; and Federal Grant Practice.  He has recently authored several articles on government contracting in the National Contract Management Associations’ Contract Management magazine (June 2016, December 2015, and November 2015) and in Thomson Reuters’ Briefing Papers (May 2016 and March 2015).  He has addressed national conventions and Chapter meetings of the National Contract Management Association, the American Society of Military Comptrollers, and Thomson Reuters’ Government Contracts Year in Review (2014-17).

MEET YOUR CONTINUING EDUCATION CREDIT REQUIREMENTS
SEE INDIVIDUAL COURSES FOR AVAILABLE CREDITS
Certificates of Completion are provided to all seminar participants who attend Federal Publications Seminars courses following the event, upon request.
NCMA: CONTRACT MANAGER CERTIFICATION
All Federal Publications Seminars courses meet the course requirements of the National Contract Management Association’s certification programs. We are a proud Education Partner of the NCMA.
CPE: CONTINUING PROFESSIONAL EDUCATION
Federal Publications Seminars is part of West Professional Development, which is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have the final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.learningmarket.org.
CPE HOURS
This Program is eligible for: 13.00 (CPE) hours of credit
Program Level: N/A
Program Prerequisite: N/A
Advance Preparation: N/A
Method: N/A
CLP: CONTINUOUS LEARNING POINTS
APPROVED FOR CLP BY
DEFENSE ACQUISITION UNIVERSITY
Defense Acquisition Workforce members must acquire 80 Continuous Learning Points (CLP) every two years from the date of entry into the acquisition workforce for as long as the member remains in an acquisition position per DoD Instruction 5000.66. We will provide you with documentation of points awarded for completing the event.
CLP HOURS
This Program is eligible for: 11.00 (CLP) hours of credit
CLE: CONTINUING LEGAL EDUCATION
States have widely varying regulations regarding MCLE credit. LegalEdcenter is an approved provider in AL, AK, AR, CA, GA, IL, ME, MO, MS, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, PA, RI, SC, TN, TX, UT, VA, VI, VT, WA, WI, and WV. Credit may be applied for in other jurisdictions on request and in accordance with state MCLE rules.
** Please note that because some states are changing their policy on CLE reporting, you will need to fill out the request for credit from Federal Publications Seminars within 10 business days, or we may not be able to issue credits for the program.
CLE HOURS
This Program is eligible for: 11.00 (60 minutes),
Hyatt Regency La Jolla at Aventine
3777 La Jolla Village Dr.
San Diego, CA 92122
888.421.1448
RESERVATIONS AT GROUP RATE

For guest room reservations, call the hotel at 888-421-1442 and ask for the Federal Publications room block.

$199 Group Rate Deadline: April 7th
$219 Extended Group Rate Offer After Deadline:  April 18th (Rooms are subject to availability.)

Early Departure Fee
Hyatt Hotels and Resorts have an early departure fee of one night’s room and tax. Departure dates are reconfirmed at check- in and are subject to a fee if changed after the check-in process is completed.

RESERVATIONS AT GOVERNMENT PER DIEM

TRAVEL INFORMATION

For guest room reservations, call the hotel at 888-421-1442 and ask for the Federal Publications room block.

$199 Group Rate Deadline: April 7th
$219 Extended Group Rate Offer After Deadline:  April 18th (Rooms are subject to availability.)

Early Departure Fee
Hyatt Hotels and Resorts have an early departure fee of one night’s room and tax. Departure dates are reconfirmed at check- in and are subject to a fee if changed after the check-in process is completed.

100
Basic or fundamental subject matter is covered. Courses are geared to general knowledge or can be taken as a refresher.
200
Specific topics or issues within a topic area are covered. Students should be familiar with terms of art and general concepts concerning the course topic.
300
Workshops and class discussions cover specific subject matter in-depth, and participation is strongly encouraged. Attendees should have at least 2-3 years' experience in the area of study.
400
Courses build upon students' knowledge and experience, and cover complex issues within the subject matter. Should have 4-5 years' mastery of subject for in-depth analysis.
500
Masters-level programs designed for professionals with 5+ years' experience. Courses cover in-depth and technical analysis on specific subjects and updates on current issues.
Register Now for:
Contract Interpretation, Changes, and Other Topics of Dispute
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Date Location
May 10-11, 2017 San Diego, CA
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By Phone
Call (888) 494-3696