I Was Just Awarded a Contract! Now What Do I Do? Donald E. Shannon PMP, CFCM, CPCM, Fellow

Before You Sign Read/review the draft (or model) contract and all attachments Does it agree with your proposal Dollars and dates agree with proposed or negotiated terms Have requested changes been made Are clauses correct for the type contract

Requesting Changes Put them in writing Support request with factual material Administrative error Exceptions Inappropriate clause or verbiage

Signing (see FAR 4.1) Individual. Signs in their own name. If dba follow their signature with “an individual doing business as [name of firm] Partnership. Signed in the partnership’s name. Contracting Officer has right to request list of partners authorized to bind the firm. Corporation. Signed in corporate name followed with “by” and the signature/title of the signing official. Joint Venture - signed as above by each member of the JV

Authority to Bind Is the individual signing the contract authorized to commit the firm? Owner or sole proprietor General Partner Authorized by office and/or letter of appointment Agents must be able to prove authority to bind to Contracting Officer

Fully Executed Contract Once the contractor signs they return to Contracting Office Contract is signed on behalf of the government by contracting officer “Fully Executed” copy returned to contractor Work done prior to receiving fully executed contract is ‘at risk’ and may not be unpaid

Contract Kick-off With Government (e.g., Pre- construction etc) Review specific terms and conditions including Davis - Bacon or Service Contract Act Identify contract reporting requirements / deliverables Review SOW and Schedule

Contract Kick-off Internal meeting Introduce all team members and roles including subcontractors Review Statement of Work, Project Plan and schedule Review contract requirements such as safety and security Identify deliverable items and work breakdown structure Establish account codes (as necessary) and allocate budgets

Subcontracts Award subcontracts to other team members Ensure Contracting Officer consent to subcontract is obtained If you have an approved purchasing system then only contracts specified in 52.244-xx need consent If you do NOT have an approved purchasing system then consent required for all actions over the simplified acquisition threshold or as specified in 52.244-xx

Subcontracts If contractor has an approved purchasing system read Clause 52-244-2 (d) for limitations e.g., “the Contractor nevertheless shall obtain the Contracting Officer’s written consent before placing the following subcontracts:” Ensure subcontracts are competitively awarded. Note: Subcontracts proposed with team members are assumed to be competitively awarded. Modifications to subcontracts could require CO consent

Communications Communications plan for internal and external stakeholders All contractual communication goes through single point Deliverable items have transmittal letter If contractually related requirement does not come from CO it is not official/binding.

Communications COR/COTR may issue “Technical Guidance” COR/COTR must be designated in writing by CO Guidance must be in writing to be binding Guidance may not change schedule, cost, or quality requirements but may clarify or elaborate on existing technical requirement(s)

Communications Establish a communications log and document Telephone calls (include a summary if needed) Meetings (include minutes) Letters or memos (include tracking or log number) Maintain correspondence log and attachments as part of contract file

Record Keeping Information should be stored in a contract file Files may be kept on paper or electronically Accounting records may be maintained separately Contract file should be neat, orderly and document decisions or actions with respect to contract

Contract File Contents Pre-award information Solicitation and Proposal with all amendments and attachments Correspondence including clarifications Record of discussions / negotiation

Contract File Contents Model contract and information concerning requested changes Letter contract Fully executed contract and all modifications Authorization to proceed (if applicable)

Contract File Contents For ID/IQ contracts One file for the basic contract Additional files for task orders/delivery orders Copies of contract deliverable items and/or transmittal letters Information pertaining to purchases and subcontracts

Contract File Contents Contract value and funding worksheet Copies of invoices and vouchers Listing of government property Special permissions Operate government vehicles Purchase from government sources

Contract File Contents Performance documentation Direction from Contracting Officer or COR/COTR

Do the Work Begin performance of the contract effort Maintain accurate records of the work done Time sheets and payroll information Record of inspections or acceptance Record of rework to correct deficiencies

Measure and Report Progress Submit periodic performance reports as required by the contract Update schedule to show planned vs actual performance Evaluate spending vs. budget or spend plan If incrementally funded prepare limitation of funds/limitation of cost notices Create estimate at complete and determine if work can be completed within ceiling/value.

Deliver Products Deliver on time, to the correct location and use the prescribed transportation Accompany delivery with appropriate documentation Obtain a copy of government inspection or acceptance documentation confirming delivery

Invoice Prepare and certify invoice / payment voucher per contract guidelines Provide supporting documentation Certified payrolls Delivery receipts Submit to address specified in contract via approved method (WAWF or paper copy)

Control Scope Creep Contractor only obligated to do the work in the contract Excess work may not be paid Beware of unauthorized individuals requesting changes Forbearance may set undesirable precedent

Control Scope Creep Constructive change -- “Verbal or written acts or omissions by an authorized government official that are of such a nature that they have the same effect as a change order” Contractor MUST notify co in writing they believe direction constitutes a change Unauthorized procurement “Authorized official” directing change may really not be authorized to do so Only the Contracting Officer is empowered to obligate the government

Changes Clause Modifications (changes) can only be issued by authorized individual e.g., contracting officer Contractor required to implement change upon notice (which could precede actual modification) Contractor may (but does not have to) be asked to propose cost for additional work before modification If change/modification is issued unilaterally by C.O., then contractor may request equitable adjustment of contract value

Disputes If modification (value usually) can not be satisfactorily negotiated then a dispute ensues Disputes will be remedied by the disputes clause in the contract. Arbitration Mediation Litigation

Claims If dispute not resolved to contractor’s satisfaction they may file a claim Claim is reviewed by CO CO issues “final determination” Contractor may sue if determination is adverse

Contract Close-out Physical Completion - All deliverable items received and accepted Settle all subcontracts Release of liens Payment File necessary reports e.g., patent, royalty, technical reports

Contract Close-out Final Indirect cost rates and final invoice. Disposition of government property and classified information Completion invoice Any Value Engineering Change Proposals settled. Allowable cost audit (cost type contracts) Final Indirect cost rates and final invoice.