Role of the Contracting Officer’s Representative (COR)

TRICARE Management Activity HEALTH AFFAIRS Role of the Contracting Officer’s Representative (COR) Contract Operations Division – Falls Church

Agenda • Requirement for a COR • COR Designation Process • COR Authority and Responsibility • COR Activities

Requirement for COR • The Contracting Officer (KO) appoints a COR based on Defense Federal Acquisition Regulation Supplement (DFARS 201.602-2 and 201.602-70) • Must be a Government employee, unless otherwise authorized in agency regulations • Must be qualified by training and experience commensurate with their responsibilities • Has no authority to make any commitments or changes that affect price, quality, quantity, delivery, or other terms and conditions of the contract

COR Nomination Process and Training Requirements • Requiring Activity nominates a COR as part of the new procurement or modification package • The AM&S COD-FC COR Nomination Form is provided as Appendix D within the Task Order Templates • Specific COR training requirements vary by Contracting Activity. TMA CORs must meet the COR training requirements stipulated by the supporting Contracting Activity • Examples of acceptable training include: • DAU Continuous Learning Center (CLC) web-based training course CLC106 https://acc.dau.mil/COR(required for all DoD CORs) • Management Concepts, Inc. 1070 COR Course Army Logistics Management College COR Course (ALMC-CL), www.almc.army.mil • Refresher training should be obtained at least annually

COR Designation Process • CORs are appointed in writing by a Letter of Appointment signed by the KO • Specifying the extent of the COR's authority to act on behalf of the KO; • Identifying the limitations on the COR's authority; • Specifying the period covered by the designation; • Stating the authority cannot be re-delegated; and • Stating that the COR may be personally liable for unauthorized acts. • A copy of the Letter of Appointment is to be furnished to the contractor and the contract administration office • The COR must sign the letter and return a copy to KO acknowledging receipt and acceptance of responsibilities

COR’s Inherent Liability • A COR’s special authority comes with legal liability and specific limitations (DFAR 201.602-2) • A COR may be held personally liable for any unauthorized commitment, unless commitment is approved by the Head of Contracting Activity (HCA) or higher-level official designated by the agency

COR Restrictions • A COR will not: • Act in a manner that causes the contractor to believe that the COR has authority to obligate the Government • Request or direct the contractor to do anything that is not expressed as a term or condition of contract • Make suggestions or comments taken as directions to proceed on a course of action not covered by the contract • Obligate the Government to a contract or make contract changes affecting price, quality, quantity, delivery, or other existing contract terms and conditions unless specifically authorized by the KO

COR General Responsibilities • Coordinate with the KO and the supporting AM&S COD-FC Contract Specialist (KS) / COR for the Prime Contract • POC for day-to-day information transfer for contract execution • Communicate cost, schedule, and technical execution status to customers and decision makers • Act as the interface between programming, contracting, financial, and technical disciplines • Serve as the primary Government representative for the technical requirements executed under the contract • Track status of deliverables

COR General Responsibilities Cont. • Facilitate Post Award Kick-Off Meetings • Monitor, assess and report contractor performance • Receive deliverables • Process receiving reports for firm fixed price (FFP) contracts • Review receiving reports for cost-reimbursement, time-and materials (T&M), and labor-hour contracts • Administer Award Fee provisions (in accordance with the Award Fee Plan) • Represent technical requirements of customers • Respond to questions from customers and decision makers • Serve as initial POC for resolving disputes • Coordinate modifications and the exercising of options • Maintain contract information files

Post Award Kick-Off Meeting • Purpose of Kick-Off Meeting: • Ensure both parties have clear and mutual understanding of all contract requirements • Identify and resolve potential problems • Introduce Government's representatives • Furnish notices and other data to contractor; and • Otherwise set the stage for a good working relationship • Various formats and venues • Structured meeting chaired by KO • Informal meeting between contractor and COR • Teleconference • KO may ask the COR to prepare a written issue or discussion paper in preparation for the meeting

Contract Surveillance • Monitor adherence to all provisions of the contract • Ensure the Government receives the level of quality specified in the contract • Track projected deliverables • Accurately document contractor performance • Provide appropriate feedback to the contractor

Receiving Reports • Document receipt of goods and/or services • Review and accept or reject contractor deliverables • Coordinate corrective action • Forward documentation to paying office as authorized

Communication with Contractor • Exercise care not to accidentally generate basis for claims or delays • When conveying technical or assessment information, it is critical not to instruct, supervise, or attempt to control contractor efforts except as specifically authorized in the contract and by the COR appointment letter

Non–Personal vs. Personal Services • TMA contracts are Non-Personal Services Contracts • When overseeing or managing a non-personal service contract, the COR must not: • Get involved in the business operations of the contractor, especially its Human Resources (HR) practices • Treat contractor staff as if they were Government employees, • Review or approve contractor staffs’ leave, or • Review or approve contractor resumes and potential new hires • This applies to all but a few contractor “key personnel” positions designated in the contract • The Government may review and approve a resume for the replacement of a key personnel position

Avoid Conflicts of Interest • Conduct business dealings with industry in a manner above reproach • Protect the Government's interests, as well as maintain its reputation for fair and equal dealings with all contractors • Advise your supervisor and the KO of direct or indirect financial interests which would place you in a position where conflict between private interests and public interests exists • Avoid even the appearance of a conflict of interest

Responding to Requests from the Contractor • Be familiar with terms allowing the contractor to request action by the Government • If in doubt, consult the KO • Determine the contractor's obligations • Be aware of when and how a request should be presented • Respond to the contractor’s request within timeframe set by contract • Forward to the KO in sufficient time to permit timely response

Avoid Constructive ChangeSituations • A constructive change arises whenever contract changes occur without going through required legal or regulatory formalities • Occurs by action or inaction of the Government • Common causes include: • Inadequate or latently defective specifications • Government-caused delays, or • Improper technical direction • COR may be held liable in constructive change situations

Process to Avoid Constructive Change • Know what the contract requires • Keep proper records • Notify the KO if a potential constructive change situation arises • Provide the KO as much detail as possible regarding events leading up to situation • The KO requires information in order to determine if a constructive change actually occurred and to determine an appropriate corrective action

Contract Disputes • COR identifies potential issues and communicates them to AM&S COD-FC and the KO • Be familiar with alternative dispute resolution techniques • Coordinate with AM&S COD-FC and the KO if Defense Contract Audit Agency (DCAA) support may be required • Early identification of potential issues is key

Contract Modifications • Alteration of contract terms including the work statement, period of performance, quantity, price or other provisions • May include changes in Government requirements, clarification of unclear specifications, increases or decreases in funds, and changes based on Government caused delays • Made in writing by KO in order to preclude misunderstanding between parties

Modification Process • Only the KO can modify a contract • COR supports this process: • Describe background and rationale for the modification to supporting AM&S COD-FC staff • Conduct thorough analysis of affects of proposed change on other areas of the contract • Provide a draft of contract portion requiring modification including cost/price information • Provide the KO with a technical evaluation of the proposed change • Assist the KO in supporting negotiation of the change as tasked • CORs should NEVER request a proposal directly from a contractor.

Contract Options • Only the KO can exercise a contract option • The COR supports this process: • Submits request 90 days prior to end of POP • Verifies continued need • Conducts market research to: • Determine current cost/price of the same or similar services • Determine if significant technological changes occurred in the marketplace • Submits recommendation through AM&S COD-FC • AM&S COD-FC Desktop Reference 5.19.2 has memo template • Coordinate process as necessary

COR’s Contract Administration Files • The COR is expected to maintain a file for each contract • Keep all information necessary to answer investigative or legal questions • The COR’s records are part of the official contract file and must be sent to the KO for retirement upon completion of the task/delivery order • Files must contain a copy of following documents: • Solicitation and amendments • Proposal on which contract was based • Contract and modifications • Correspondence with contractor, KO, or others • Reports submitted by contractor • Reports of inspections and site visits • Signed COR Letter of Appointment • More information on content of files is at: http://tricare.mil/tma/ams/downloads/ApprovedCORChecklist.doc

Contract Close Out • Close out actions are primarily the responsibility of the KO • COR assistance is required to certify all services have been rendered in a satisfactory manner and that all deliverables are complete and acceptable • Poor performance shall be documented and detailed in performance information provided to the KO • Follow procedures to retain and archive files

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Role of the Contracting Officer’s Representative (COR)