Government Contracts

From formation to bid protests to performance disputes and allegations of fraud, contracting with the government is a highly regulated and complex process, with many pitfalls for the unprepared. The maze of statutes and regulations governing government contracts dictates every step of the contracting process, starting with the contents of the solicitation, negotiation, and award process, and contract terms and conditions. Any entity considering entering into a contract with the government must proceed cautiously.

The government contracts lawyers at Manatt are a strategic legal and business resource for individuals and companies that market and sell products and services to foreign, U.S., state, and local government units. We can also assist governmental entities in procuring goods and services more effectively.

Our government contracts lawyers are able to provide “cradle to grave” guidance and representation on government contracts and subcontracts. We are also adept at guiding companies new to this market toward winning their first government contract.

Our business clients include large corporations, small and emerging companies, and trade associations in a wide array of industries, including information technology, telecommunications, construction, leasing, weapons systems, and various manufacturing and consulting services. We provide guidance to our clients whether they sell commercial off-the-shelf products and services or custom-designed and custom-built products and solutions to the government. Manatt operates at the intersection of business and government, producing solutions using creative and flexible strategies to ensure our clients’ success.

Understanding How Federal, State, and Local Governments Work
Contracting with federal, state, and local governments requires knowledge of—and compliance with—the complex statutes and regulations that govern their contracting processes. Clients who are successful in this highly competitive arena understand that compliance starts early at the bid and proposal stages and must continue through the duration of a contract. Perceived noncompliance can result in disputes that can involve government investigations and/or civil or criminal litigation. The government contracts lawyers at Manatt assist clients at all stages of the contracting process, advising them on:

• Teaming agreements
• Bid and proposal preparation
• Bid protests and defenses
• Contract negotiations
• Contract administration
• Sub contract negotiation and administration
• Cost and pricing issues
• Claims preparation
• Contract disputes and appeals
• Internal compliance programs and audits
• Procurement fraud issues
• General business issues involving commercial contracts, business combinations, taxation, employment law, and environmental compliance
• Legislative and executive advocacy

Bid Protests: Federal and State Levels
Our lawyers have experience advising clients as to when to bring, or intervene in, a bid protest. Our attorneys have successfully represented clients in federal bid protest actions at the federal agency level as well as before the U.S. Government Accountability Office and the U.S. Court of Federal Claims. In California, our attorneys have represented clients in protests before the California State Board of Equalization, the California Department of Health, the California Board of Control, the City and County of Los Angeles, the Los Angeles International Airport, the Port of Los Angeles, and the Los Angeles County Metropolitan Transportation Authority. In New York, we have represented clients in bid protests before a number of city and state agencies, including the state Comptroller's Office. Our attorneys have also represented clients with state government procurement protests in Washington, D.C., Maryland, Virginia, and Louisiana, among other state jurisdictions.

Contract Administration: Claims and Disputes
Once the government contract is awarded, we help clients resolve contract interpretation and performance issues at both the prime contract and subcontract levels. We are very familiar with the Contract Disputes Act, and where disputes cannot be resolved through negotiation, we have successfully represented clients in claims and appeals through contract litigation before various Boards of Contract Appeals, the Court of Federal Claims, and the Court of Appeals for the Federal Circuit. We are equally familiar with state and local contract dispute processes and have successfully brought claims before various state and local boards and courts.

Compliance Audits
Government contractors must comply with a number of executive orders, statutes and regulations intended to promote equal employment, organized labor, small businesses, domestic sources of supply (where not waived by the Trade Agreements Act), and contractor ethics and integrity. We are experienced in setting up and advising on compliance programs, conducting internal audits to ensure compliance with such programs, and quickly addressing potential matters of concern. Our clients routinely ask for our assistance with investigations conducted by federal agencies’ Offices of Inspector General.

Finding Fraud
Procurement fraud ranges from invoicing the government for work not performed and goods not delivered to making false certifications of compliance with statutes such as the Buy American Act, Buy-America requirements and the Trade Agreements Act. Working with Manatt’s Corporate Investigations & White Collar Defense practice, our attorneys represent government contractors and individuals in civil and criminal Inspector General and grand jury investigations and litigation arising out of the Truth in Negotiations Act, the False Claims Act, the Anti-Kickback Act, the Procurement Integrity Act, and other statutes intended to ensure the integrity of government contracts.

Due Diligence for Mergers and Acquisitions
Our attorneys understand the unique nature of government contractors and the areas that require particular focus in a stock or asset acquisition or providing capital. We routinely evaluate the government contract assets and existing compliance programs and advise on the potential value and risks of acquiring the assets or stock. Where government approval is required, such as with a novation agreement, our attorneys have worked with clients and the federal government to obtain the necessary approvals.

Other Substantive Areas

• Developing intellectual property and/or data at government expense under a government contract
• Small business and small disadvantaged business subcontracting
• General Services Administration federal supply schedule contracts
• Information technology and telecommunications contracting
• Brooks Act, architect and engineering contracting
• Transportation service and equipment contracting
• Build-to-suit leases
• Electrical utility contracting
• Privatization
• Assignment of claims matters
• Suspensions and debarments

Conflicts of Interest, Gifts, and Revolving Door Laws
Many state and local jurisdictions have adopted extensive, complex, and oftentimes overlapping laws that regulate financial conflicts of interest by government officials—particularly in the government contracting arena. We regularly advise private- and public-sector clients on state and local laws on the gifts, honoraria, and travel that can (or cannot) be provided to, or accepted by, a public official. We advise clients on the annual disclosure of economic interests (such as California’s Form 700) that many government officials must file. In addition to providing legal advice, we also counsel our clients on the potential public perception issues that can develop.

Many governments have adopted laws that regulate when and how former government employees may accept employment with, or provide consulting services to, a private-sector company that does business with the former government employer. We provide advice to our clients about these “revolving door” restrictions, their effects on hiring practices, and an employer's ability to utilize the expertise of former government employees under these laws.