A special two day course on Government Contract terms and conditions. Comprehensive coverage of the core contract clauses and their implications as contract building blocks.
A sentence-by-sentence examination of the major clauses appearing in Standard Govt contracts - what they say; what they mean; their effect; what you can do to minimize risks.
The Substance
Fundamentals is an entry level course in Government contracting focusing primarily on contract clauses and analyzing those clauses. Unlike commercial contracting -- where the buyers and sellers have a great deal of flexibility in developing terms and conditions -- in Federal Government contracting, there are clauses mandated by the Federal Acquisition Regulation (FAR) and various agency FAR supplements. Each government contract contains dozens of standardized clauses that are prescribed by the FAR and that neither the contracting officer, nor the contractor has the flexibility to omit or generally change. Many times, these clauses are incorporated by reference only, rather than spelled out.
All professionals involved in the award or administration of a Government contract must understand their rights and obligations under these clauses. Failure to do so puts their organizations (and sometimes even themselves) at risk. This course will provide a detailed analysis of the more important FAR clauses found in Federal Government contracts. By analyzing and discussing the clauses under the guidance of experienced instructors, you will be better equipped to understand their requirements and successfully perform or administer the Government contract or subcontract.
The Students
Who is this course for?
First. (and most obviously) the relative newcomers to Government contracting... starting on the way up...be they administrators, lawyers, engineers, accountants or other professionals. Second, the specialists who have been working in limited areas of procurement, without ever having had the opportunity to familiarize themselves with the complete picture... who need to find out how all the pieces fit together. Third, the veterans who may feel the need for a refresher, or may wish to acquaint themselves with some of the special topics which only this program covers.
Fundamentals Of Government Contracting Course Curriculum
FIRST DAY
9:00 Introduction To Government Buying
Introduction to the FAR System -- Parts of a contract and what they include; how they relate to one another, including: the schedule, general provisions, general conditions, special conditions, technical provisions, drawings and specifications. Features of, and differences between, methods of contracting and types of contracts. Clause prescriptions. Types of clauses commonly encountered in a Government contract; applicability of the FAR System and Government common-law to subcontractors.
Simplified Acquisitions Under FAR Parts 12 and 13 - Abbreviated FAR provisions and clauses for use when selling commercial items and small-dollar items to the Government.
1:00 Contract Clauses Commonly Included in Contracts
Cost-Reimbursement clauses - Allowable Cost, Fixed Fee & Payment: Limitation Of Cost; Limitation Of Funds clauses; "Reasonableness" and "allocability" of costs; recoverable and unrecoverable costs; overhead and profit. Government protection against overruns-notices to Government; contractor's "best efforts" and right to stop work.
Patents & Data clauses -- Inventions developed under Government contracts-title, license and miscellaneous treatments. Effect of contractor's independent research and development. Patent indemnification; authorization and consent. Technical data requirements; protection of proprietary information.
Invoicing & Payments -- Right to, and time of, payments. Cash flow problems. Invoice and voucher submission. Advance, progress, partial and final payments.
Inspections & Warranties -- When, where and extent; reinspections; delay; excessive inspection; inspector's authority and conduct. Acceptance and the Government remedies. Liability after acceptance. Latent defects. When warranties are used -- cost; effects. Type of defects; duration; Government notice; extent of contractor's liability; warranty on corrected work; subcontractor's warranties. Implied warranties under FAR Part 12 and the Uniform Commercial Code.
SECOND DAY
9:00 Changes & Other Remedy Granting Clauses
Changes - Elements of a change. Who can order changes. What can and cannot be changes under the FAR's Changes clauses. "Constructive" changes and "cardinal" changes. Price adjustments. Making and defending changes claims.
Suspension & Delay -- The Suspension Of Work, Stop-Work Order and Government Delay Of Work clauses. When recovery is possible. Notice requirements. Proving delay and costs. Limitations on recovery amounts.
Government Property -- Government-Furnished Property (GFP) - The Government's obligations and contractor's responsibilities. Remedies available under the clauses.
1:00 Claims & Disputes
The Disputes Process -- The Disputes clause. Notices which must be given under remedy-granting FAR clauses; types of claims-those under the contract vs. breach claims; required elements of a viable claim; certification of claims; appealing adverse Contracting Officer Final Decisions.
Default Terminations -- Government right to default terminate under the Default clauses. Procedures. Government waiver of rights. Contractor defenses-excusable delays; waiver of delivery schedule; Government reprocurement following default; contractor liability for excess costs under applicable FAR clauses.
Convenience Terminations -- Scope of Government right to terminate for its own convenience under the Termination for Convenience clauses. Steps in a convenience termination. Contractor cost and profit recovery. Pre-contract and post termination costs; loss formula. Settlement by mutual agreement vs. Government determination.
Course Faculty
Brian A. Darst is Of Counsel with the firm of Odin, Feldman & Pittleman in Fairfax, Virginia. He specializes in legal matters involving Government contracts and has extensive experience in the areas of contract formation and administration issues, bid protests, claims preparation and litigation, internal investigations, voluntary disclosures, procurement fraud investigations, various suspension and debarment proceedings, matters related to Small Business Administration, and other issues involving the award and administration of Government contracts. Mr. Darst has represented clients in various matters before the Government Accountability Office, the Postal Service, Armed Services, and General Services Administration Boards of Contract Appeals, the Court of Federal Claims, the Small Business Office of Hearing and Appeals, and various agency-level proceedings. Mr. Darst's practice includes assisting clients with matters related to the sale and acquisition of firms involved in Government contracting, software licensing issues, other corporate governance matters, and civil litigation in Virginia and District of Columbia.
Mr. Darst is admitted to practice in the District of Columbia, Virginia, and West Virginia. He is admitted to practice before the United States Supreme Court, the United States Court of Federal Claims, the Court of Appeals for the Fourth Circuit, The court of Appeals for the Federal Circuit, and the United States District Courts for the Eastern District of Virginia and the Southern District of West Virginia.
Mr. Darst earned his B.A. from Marshall University and a J.D. from West Virginia University. After graduating from law school, Mr. Darst worked as an attorney with the United States Navy's Office of General Counsel and represented the Navy in matters involving the acquisition and administration of service and supply contracts for the Naval Sea Systems Command.
Andrew D. Irwin is special counsel in the Washington D.C. office of Steptoe & Johnson LLP, where he is a member of the firm's Government Contracts and International Regulation and Compliance Groups. Mr. Irwin has litigated numerous contract claims before the Armed Services Board of Contract Appeals (ASBCA) and the Court of Federal Claims. In addition, Mr. Irwin has litigated bid protests, and counseled clients on topics such as procurement integrity, foreign acquisition, data rights, schedule contracting, and small business subcontracting. In addition, he has assisted clients in defense industry transactions and those responding to Government audits.
Mr. Irwin has been involved in various Government enforcement and corporate compliance matters, including litigation under the False Claims Act and related matters, including those brought by qui tam relators. He has developed and helped administer global ethics and compliance programs. With respect to international matters, he has considerable experience in counseling clients regarding their compliance with the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). He has also counseled clients regarding all major US sanctions regimes administered by the Office of Foreign Assets Control (OFAC), and has helped clients address issues related to working in Iraq. Mr. Irwin has conducted Foreign Corrupt Practices Act (FCPA) due diligence, prepared corporate policies and training materials regarding FCPA compliance, and investigated potential FCPA violations.
Mr. Irwin is admitted to practice in the District of Columbia, California, and Maryland. He earned his A.B. from Princeton University and J.D. from The George Washington University and has also studied at the University of Edinburgh. Prior to coming to Steptoe, Mr. Irwin was inside counsel for one of the world's largest engineering and construction companies where he provided advice on a full range of contract formation and administration issues involving various significant programs for the U.S. Departments of Defense and Energy, as well as the U.S. Agency for International Development.