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Interpreting Technical Requirements

What is the COR's role in interpreting technical requirements?

The COR must understand that interpretation of technical requirements permits explanation of intent after awarding the contract to contractors but does not permit changing the statement of work or methods the contractor has agreed to perform.

The COR assists the contractor in interpreting the technical scope of work required. This guidance may be in response to a contractor's direct request, or it may result from the COR's observation of a deficiency in performance caused by a differing interpretation of requirements made by the contractor. Whatever the situation, the COR may initiate technical guidance to the contractor as long as the advice does not result in an increase in costs, change the contract scope, or create irresolvable differences between the government and the contractor. If one of these changes is required, the COR must report the situation to the CO, with pertinent information and recommendations for action.

Guidance for Proper Technical Interpretation

Do not attempt to interpret the contract for contractors or their subcontractors unless you are specifically appointed as the COR. Interpret contract specifications for a contractor only to explain the agency's intent.

Where the contract is silent on methods of performance, allow the contractor to decide how to proceed.

Do not establish an "employer/employee" relationship with contractors or any of their subcontractors. Remember, the establishment of such a relationship is illegal and is known as a "personal services" relationship. (See Chapter 3 for further discussion.)

What is the technical direction clause?

When the CO formally designates a COR to administer the technical aspects of a contract, the contract, in many cases, will contain a technical direction clause. Usually developed by the program office in coordination with the contracting office, a technical direction clause specifically identifies the technical areas involved in the administration of a contract and any limitations associated with the COR's authority to technically direct the contractor. The clause also provides for prompt reporting of government conduct that the contractor considers as constituting a change to the contract. This clause is normally found in Section H of the Uniform Contract Format for cost-reimbursement contracts. See Figure 1-4 for a sample technical direction clause.

Sample Technical Direction Clause

FIGURE 1-4. Sample Technical Direction Clause

CONTRACT FUNDAMENTALS

This section provides information to assist the COR in identifying the six classifications of contracts and the five elements of a valid contract and in understanding the concepts of authority under agency law as related to the COR. As a member of the contracting team, the COR can rely on other members of the team (e.g., the CO, legal personnel) for responsibilities relating to the finer points of contract law. However, the COR needs a basic understanding of the concepts of contract and agency law to assist the CO effectively in the planning, formation, and administration of a specific contract.

What is an agreement?

An agreement is defined as "mutual assent between two or more legally competent persons, ordinarily leading to a contract. In common usage, it is a broader term than contract, bargain, or promise because it includes executed sales, gifts and other transfers of property, as well as promises without legal obligation. While agreement is often used as a synonym for contract, some authorities narrow it to mean only mutual assent."[1]

  • [1] Steven H. Gifis, Barrons Dictionary of Legal Terms, 3rd ed. (Hauppauge, NY: Barrons, 1998), p. 17.
 
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