Morrison Foerster’s Government Contracts Insights provides our in-depth analysis of developments and trends impacting government contracting. Through Insights, our attorneys offer a real-time assessment of the statutory, regulatory, legal, and business-related developments and trends that are shaping the industry. We also examine a full array of non-U.S. public procurement issues, mindful that our clients compete in a global marketplace.Morrison Foerster’s nationally recognized Government Contracts and Public Procurement practice represents the world’s leading companies in the aerospace and defense, intelligence, cybersecurity, information technology, financial and professional services, education, healthcare, infrastructure, and logistics support sectors. We are enlisted to address our clients’ most complex and important legal issues. Our work includes contract and subcontract negotiation and other transactional matters, business and regulatory compliance counseling, internal investigations, bid protests, and a wide array of enforcement and litigation matters. Our clients range from Fortune 50 companies to small and medium-sized companies just entering the public sector. We advise both U.S. and non-U.S. companies involved in municipal, state, federal, and non-U.S. procurement matters.<h2>ABOUT MORRISON FOERSTER</h2>Morrison Foerster is a leading global law firm that transforms complexity into advantage for its clients. Our clients include some of the largest financial institutions, banks, consulting and accounting firms, and Fortune 100, technology, and life sciences companies. Highlighting the firm’s commitment to client service, leadership in market-changing deals and impact litigation, and values-based culture, Morrison Foerster has been repeatedly recognized as one of the top 10 firms on The American Lawyer’s A-List. Year after year, the firm receives significant recognition from Chambers and The Legal 500 across their various guides, including Global, USA, Asia‑Pacific, Europe, UK, Latin America, and FinTech Legal. Our lawyers passionately care about delivering legal excellence while living our values. Morrison Foerster has a long-standing commitment to creating a culture that respects and celebrates differences, while providing an inclusive environment. The firm has achieved Mansfield Certification Plus since 2018 as a result of successfully reaching at least 30 percent women, communities of color, and LGBTQ+ lawyer representation in a notable number of current leadership roles and committees. The firm also has a long history of commitment to the community and society through providing pro bono legal services, including litigating for civil rights and civil liberties, improving public education and fostering the wellbeing of children, advocating for veterans, promoting international human rights, enforcing the right to asylum, and safeguarding the environment.

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Tina is Co-chair of Morrison Foerster’s Government Contracts & Public Procurement practice. She represents a wide variety of government contractors including information technology, defense, biotechnology, and pharmaceutical companies, with a focus on general contract counseling and compliance, particularly concerning intellectual property, and cybersecurity matters and federal grant funding.Tina counsels contractors on compliance with federal, state and local acquisition and ethics regulations and with the evolving myriad of requirements pertaining to data security and cybersecurity. She has been involved with numerous internal investigations and compliance reviews, and with mandatory and voluntary disclosures to agencies, and litigation of False Claims Act matters.Tina routinely advises clients concerning:<ul><li>Prime-subcontractor relationships</li><li>Sources of supply and country of origin requirements</li><li>Price reductions and price reporting issues</li><li>Organizational conflicts of interest</li><li>Safeguarding of intellectual property and other proprietary interests</li><li>Licensing and data rights issues</li><li>Handling of classified materials and controlled unclassified information</li><li>Agency suspension and debarment proceedings</li></ul>She also assists clients with due diligence and other activities related to the acquisition of government contracting concerns, and with the drafting and negotiation of teaming agreements, subcontracts, licensing agreements, and cooperative research and development agreements. She also assists clients applying for federal grants (including SBIR and STTR agreements), and those who seek to obtain other transactional authority agreements, as well as those competing for state and local government work.Tina’s litigation experience includes government contracts claims litigation in federal courts and before boards of contract appeals, bid protests before the Government Accountability Office and the Court of Federal Claims, and complex disputes in federal courts, including civil fraud and False Claims Act litigation and reverse Freedom of Information Act litigation.Prior to joining Morrison Foerster, Tina worked at another large national firm and as a trial attorney in the Office of the General Counsel of the Navy, Navy Litigation Office.<h4>Representative Experience</h4><ul><li>Negotiation of largest CHIPS Act federal funding agreement between multinational semiconductor corporation and U.S. Department of Commerce.</li><li>Negotiated prime contract and major subcontracts related to the Department of Energy’s next generation supercomputer program, including extensive IP rights negotiations and negotiation of associated patent rights waivers.</li><li>Negotiated series of other transaction authority agreements with DARPA and associated subcontracts with more than a dozen research universities on behalf of a firm biotech client, including complex IP rights allocations and material transfer agreements.</li><li>Assist clients with FedRAMP authorization process and with development of license agreements for software products sold to federal, state and local government agencies.</li><li>Cyber incident response counseling to some of the largest companies and organizations impacted by security incidents.</li><li>Advises clients on Bayh-Dole reporting of inventions and IP strategies for contracts and grants.</li><li>Conducts due diligence for major government contract mergers and acquisitions.</li></ul>

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Tina is co-chair of Morrison Foerster’s Government Contracts & Public Procurement practice. She counsels a wide variety of government contractors on compliance with federal acquisition and ethics regulations. She drafts and negotiates contracts on their behalf and has been involved with numerous internal investigations and compliance reviews, and with bid protest, contract claims, and False Claims Act litigation. She also advises on M&A transactions involving government contractors.

Tina D. Reynolds

Jim Tucker is of counsel in Morrison Foerster’s Government Contracts and Public Procurement Practice Group and is based in the firm’s Washington, D.C. office.Jim’s practice runs the gamut of litigation and counseling in federal procurement matters, with an emphasis on bid protests, Cost Accounting Standards disputes, and small business matters. He has represented both protesters and awardees in scores of protests before the Government Accountability Office, the Court of Federal Claims, and procuring agencies, in acquisitions ranging from small business procurements to multibillion-dollar contracts of global significance. His representative protest matters span the aerospace sector, the Intelligence Community, base operations and logistics, healthcare, nuclear and environmental work, and information technology and software acquisitions. His protests have included both classified and unclassified programs. In addition to prevailing in published decisions, Jim has also secured favorable corrective action on behalf of clients in a wide variety of protests that were resolved without a published decision.Jim’s work also focuses on disputes over cost allowability and compliance with the Cost Accounting Standards, and he has appeared before the Armed Services and Civilian Boards of Contract Appeals, in size and status protests before Small Business Administration (SBA) area offices, and appeals before the SBA Office of Hearings and Appeals. Jim regularly counsels clients on contract interpretation, organizational conflicts of interest, and small business compliance.Jim graduated with high honors from the George Washington University Law School, where he focused his studies on federal procurement law, was a member of the Law Review, and interned with the General Services Administration’s suspension and debarment office. Jim also holds a degree in theology magna cum laude from the Pontifical Gregorian University in Rome and a bachelor’s degree in classical languages and literature summa cum laude from the University of Kentucky, where he graduated Phi Beta Kappa.

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Jim maintains an active practice in bid protests before the Government Accountability Office and contracting agencies and counsels clients in contract disputes and compliance obligations.

Jim Tucker is of counsel in Morrison Foerster’s Government Contracts and Public Procurement Practice Group and is based in the firm’s Washington, D.C. office. Jim’s practice runs the gamut of litigation and counseling in federal procurement matters, with an emphasis on bid protests, Cost Accounting Standards disputes, and small business matters.

James Tucker

<div style="margin-bottom: 15px;" class="videoWrapper"><iframe class="sticky-video" title="Meet Alex Ward, Government Contracts Practice Co-Chair" src="https://www.youtube-nocookie.com/embed/TkliwdSlTaQ?rel=0" frameborder="0" allow="autoplay; encrypted-media" allowfullscreen="1" title="iframe"></iframe></div>J. Alex Ward is co-chair of Morrison Foerster’s Government Contracts and Public Procurement group. His practice covers a full range of government contracts matters, including investigations, bid protests, claims, general litigation, corporate transactions, and counseling. Alex strives in all matters is to provide his clients the highest level of efficient and effective representation.Alex represents contractors in internal and external investigations, disclosures to the government, and qui tam litigation, with great success in reducing or eliminating his clients’ exposure through active engagement with the government. His work in this area includes obtaining numerous declinations and dismissals of False Claims Act cases in their earliest stages, sparing his clients the cost, risk, and exposure of litigation.He has also served as lead counsel in dozens of bid protests involving military and civilian agency procurements of a wide range of products and services, including all manner of pre- and post-award protests in the GAO, the U.S. Court of Federal Claims, and state tribunals, as well as appeals to the U.S. Court of Appeals for the Federal Circuit and size protest appeals before the SBA’s Office of Hearings and Appeals.Alex handles all aspects of the claims process, from the initial assessment and drafting of requests for equitable adjustment through litigation in the Boards of Contract Appeals and the Court of Federal Claims. Alex’s practice also covers the full gamut of other controversies confronting government contractors, including prime-sub, teaming partner, employer-employee, competitor, and indemnification disputes. His litigation work also includes a wide variety of pro bono engagements, in which he has represented both individual and institutional clients in matters ranging from immigration and criminal defense to sustainable procurement and protection of the environment.Prior to joining the firm, Alex served in the U.S. Army as a commissioned officer and an Assistant to the General Counsel of the Army responsible for civil works and international matters, and as a clerk for judges on the U.S. Courts of Appeals for the Armed Forces and the D.C. Circuit. He is a member of the Boards of the Morrison & Foerster Foundation and the Chesapeake Bay Foundation and of Law360’s Government Contracts Editorial Board.

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Alex is co-chair of Morrison Foerster’s Government Contracts and Public Procurement practice. His practice covers a full range of government contracts matters, including bid protests, claims, investigations, corporate transactions, and counseling.

J. Alex Ward

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Morrison Foerster’s Government Contracts Insights blog provides an in-depth analysis of news, developments, and trends impacting government contracting and procurement. Through Insights, attorneys from our nationally recognized Government Contracts and Public Procurement practice will offer a real-time assessment of the statutory, regulatory, legal, and business-related developments that are shaping the industry. This blog will also examine a full array of U.S. and non-U.S. public procurement issues, mindful that our clients compete in a global marketplace.Read about our <a href="http://govcon.mofo.com/editors/">Authors</a>.Never miss a post. Subscribe to get real-time updates.

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James A. Tucker

Marking Commercial Technical Data After Flight Safety

Is Change Around the Corner? One Proposal to Forge Sweeping Changes to Defense Contracting

FAR Reform Now Underway

Deregulating Federal Procurement: Implications of Three Recent Executive Actions

Kickstarting AI in the Federal Government: OMB’s Policy to Implement Executive Order 14179

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<ol><li>Contractors who are unable to perform or complete work under a contract as a result of the pandemic should be able to get schedule relief and avoid termination as a result of the FAR’s <a rel="noopener noreferrer" target="_blank" href="https://govcon.mofo.com/defense/keep-calm-wash-your-hands-and-know-your-rights/">excusable delay provisions</a>. These provisions also provide protection where a subcontractor has failed to deliver so long as the prime contractor is not directed to get the goods or services from another available source.</li><li><a rel="noopener noreferrer" target="_blank" href="https://govcon.mofo.com/coronavirus/covid-19-getting-compensated-for-delays-and-disruptions/">Recovery of costs </a>associated with delay may be more difficult. Costs should be recoverable where the government issues a stop work order, requires a change to the contract, constructively accelerates the contract, or causes the delay.</li><li>However, where delay is merely a result of facility closures, the closure in response to the pandemic may be considered a <a rel="noopener noreferrer" target="_blank" href="https://govcon.mofo.com/coronavirus/the-sovereign-acts-doctrine-understanding-covid-19-implications-for-your-government-contract/">sovereign act</a>. In that case, the contractor may not be entitled to recovery of costs absent additional facts, such as a customer order to perform despite the closure.</li><li>Section 3610 of the <a rel="noopener noreferrer" target="_blank" href="https://govcon.mofo.com/coronavirus/contractor-relief-unclear-under-the-cares-act/">CARES Act</a> may help contractors recover costs of keeping personnel who cannot perform due to facility closures in a “ready state,” but questions remain, including the discretionary nature of the language (reimbursement is up to the contracting officer) and what constitutes a government approved facility.</li><li>Most defense contractors have, so far, been considered <a rel="noopener noreferrer" target="_blank" href="https://govcon.mofo.com/coronavirus/covid-19-update-new-california-order-and-dhs-critical-infrastructure-guidance/">essential government services </a>for purposes of state and local shelter-in-place orders. These restrictions may change or may be dependent on specific contracts, however, so contractors are advised to reach out to their programs for guidance. Non-defense contractors may not be considered essential unless their government customer makes that determination.</li><li>The Defense Production Act alone <a rel="noopener noreferrer" target="_blank" href="https://govcon.mofo.com/coronavirus/coronavirus-update-the-defense-production-act-is-not-a-contractors-shield-against-local-shutdown-orders/">will not shield contractor</a>s from local shutdown orders as a result of federal preemption law, but it may serve as evidence that the work being done is essential, which may persuade state and local officials.</li><li>Use of the Defense Production Act may require contractors, especially those with both government and commercial business, to <a rel="noopener noreferrer" target="_blank" href="https://govcon.mofo.com/coronavirus/the-defense-production-act-a-little-known-statute-that-may-soon-be-running-your-company/">prioritize federal government orders</a> for supplies and services over any other orders, even if such orders were placed prior to the government order.</li><li>The Defense Production Act also <a rel="noopener noreferrer" target="_blank" href="https://govcon.mofo.com/defense/keep-calm-wash-your-hands-and-know-your-rights/">extends to subcontractors</a> and may be used by prime contractors to ensure production of goods or services that are in limited supply.</li><li>Government guidance memos suggest the government is doing what it can to increase cash flow to contractors, including increasing the percentage paid to contractors for progress payments, accelerating contract awards where possible, and using undefinitized contract actions if necessary to allow work to begin even where details are not finalized.</li><li>Early and transparent discussions with contracting officers concerning the effects the pandemic and government actions or inactions are having on contract performance are of paramount importance. In addition, contractors should document internally any such effects as well as the costs and delays associated with any effects.</li></ol>

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Top Ten Things Government Contractors Should Know Regarding the Coronavirus (as of April 2, 2020)

Updated Coronavirus (COVID-19) Guidelines For Employers

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Contractors who are unable to perform or complete work under a contract as a result of the pandemic should be able to get schedule relief and avoid termination 

Top Ten Things Government Contractors Should Know Regarding the Coronavirus (as of April 2, 2020)

On Tuesday afternoon, the Treasury Department released its <a href="https://home.treasury.gov/policy-issues/top-priorities/cares-act/assistance-for-small-businesses">guidance</a> concerning the Paycheck Protection Program (PPP), which was authorized by Congress under the Coronavirus Aid, Relief, and Economic Security (CARES) Act.  Under the PPP, qualified small businesses, eligible non‑profits, self-employed individuals, and independent contractors may apply for loans to cover payroll costs, rent, and utilities.  Some or all of the loan amounts may be forgiven as long as designated criteria are fulfilled.Our prior overviews of the PPP and unique considerations related thereto are available <a rel="noopener noreferrer" target="_blank" href="https://www.mofo.com/resources/insights/200327-faq-coronavirus-economic-stabilization-act-cesa.html">here</a> and <a rel="noopener noreferrer" target="_blank" href="https://www.mofo.com/resources/insights/200327-cares-sba-loan-eligibility-process.html">here</a>.The Treasury guidance consists of an <a rel="noopener noreferrer" target="_blank" href="https://home.treasury.gov/system/files/136/PPP%20--%20Overview.pdf">overview</a>, specific guidance for <a rel="noopener noreferrer" target="_blank" href="https://home.treasury.gov/system/files/136/PPP%20Lender%20Information%20Fact%20Sheet.pdf">lenders</a> and <a rel="noopener noreferrer" target="_blank" href="https://home.treasury.gov/system/files/136/PPP--Fact-Sheet.pdf">borrowers</a>, and a copy of the application with associated instructions.Below we highlight a few key takeaways from the Treasury guidance and application form.<ol><li>Small businesses and sole proprietorships can apply for loans beginning this Friday, April 3. The Treasury recommends that applications be filed as soon as possible, given that the amount of money authorized for the loans, while large (nearly $350 billion), is fixed. Independent contractors and self-employed individuals must wait until April 10 to file their applications.  No date is given for when non-profit entities should file, although in the absence of instruction, we would recommend that non-profits use the earlier filing date.</li><li>Borrowers do not have to show that they have sought other sources of credit, but they do have to certify that the funds are “necessary” to support their businesses. Borrowers need not first try to obtain loans elsewhere as with a typical SBA loan program (known as the “Credit Elsewhere” requirement). To obtain a PPP loan, however, borrowers must certify in good faith that the “current economic uncertainty makes the loan necessary to support [ ] ongoing operations.”  This amorphous standard is not further described in the guidance.</li><li>Full amounts of the loans may be forgiven, as long as at least 75% of the loan amount is used for payroll costs (salaries, vacation or sick leave, qualified health plan contributions and other benefits, etc.). In other words, not more than 25% of the forgiven amount may be for non‑payroll costs (rent, utilities, mortgage interest). This concept was not explicitly described in the CARES Act, but has been included in the Treasury guidance “due to likely high subscription” for the loans.  Further, borrowers must either maintain their current staffing or rehire employees prior to June 30, 2020, in order to be eligible for loan forgiveness.  Various formulas will be applied to reduce forgiven amounts if the borrower decreases employee headcount, salaries, or wages.</li><li>There are inconsistencies between the borrower guidance and the application form concerning how the eligible loan amount will be calculated. The application form requests information about the borrower’s average monthly payroll amount for 2019, which the CARES Act itself says will be multiplied by 2.5 to determine the amount of the loan. If this amount is higher than $10 million, the loan will be capped at $10 million.  However, in the borrower guidance, Treasury states that “the lender will calculate the eligible loan amount using the tax documents [the borrower] submitted.”  It is not clear how tax information could be used to calculate 2019 payroll costs, particularly if the business has not yet filed its 2019 tax returns.</li><li>Although the CARES Act allowed up to 4% interest, the rate of interest for PPP loans will be 0.5%.  Repayment is deferred for six months, although interest will accrue during this period.  Borrowers will have up to two years to repay any non-forgiven amount, with no penalty for pre-payment.</li></ol>As thousands of eligible small businesses across the country begin the process of completing their applications and submitting them to lenders for review, it is certain that dozens more questions will be uncovered.  Nonetheless, the speed at which Treasury issued this guidance—within only a few days after passage of the legislation—is remarkable.

Tina is a partner in Morrison & Foerster’s Government Contracts practice. She represents a wide variety of government contractors including information technology, defense, biotechnology, and pharmace

Tina Reynolds

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Damien is a partner in the firm’s Government Contracts & Public Procurement practice. He represents clients in all facets of government contracts transactions, as well as regulatory counseling, subcon

Damien Specht

Damien C. Specht

Treasury Department Issues Guidance (and Application) for Paycheck Protection Program Loans

On Tuesday afternoon, the Treasury Department released its guidance concerning the Paycheck Protection Program (PPP), which was authorized by Congress under the

Treasury Department Issues Guidance (and Application) for Paycheck Protection Program Loans

The COVID-19 pandemic has introduced significant uncertainty for government contractors as agencies prepare for substantial disruptions, including the potential closure of military installations.  See e.g., <a rel="noopener noreferrer" target="_blank" href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt9731ca39d8ba797c/627318dc0cffdf1eb1369e65/200318-ess-ct-section-chief-letter-contractors.pdf">Department of the Army COVID-19 Response Letter</a>; <a rel="noopener noreferrer" target="_blank" href="https://www.whs.mil/Portals/75/Coronavirus/Planning%20for%20Potential%20Novel%20Coronavirus%20Contract%20Impacts_DPC%20Signed%20and%20Dated%20Memorandum.pdf?ver=2020-03-11-114544-157">Department of Defense COVID-19 Planning Memo (Mar. 10, 2020)</a>.  Given the potential impacts the pandemic may have on ongoing contracting activities, we have identified a few best practices for contractors to bear in mind as the ongoing crisis persists.<ol><li>Get smart on the Sovereign Acts Doctrine. When the government acts as a contracting party, the law applicable to private entities governs the government’s contractual rights and duties.  Contractors doing business with the United States, therefore, can rely on the terms of a government contract to determine the legal remedy for government actions affecting performance.  The law also recognizes, however, that the actions of the United States, in its capacity as the sovereign, can affect a contractor’s performance of a government contract.  In such instances, the United States is absolved from liability for damages resulting from its sovereign acts, so long as those acts are “public and general” and not taken merely to avoid contractual obligations.  This common law defense to breach of contract is known as the Sovereign Acts Doctrine.  For a more detailed analysis of the ins and outs of the Doctrine, we encourage you to read our May 2019 article in Pratt’s Government Contracting Law Report.</li><li>Get smart on the excusable delay clause in your contract. Your contracts likely contain a FAR clause covering excusable delay.  For fixed-price contracts, that clause is <a rel="noopener noreferrer" target="_blank" href="https://www.law.cornell.edu/cfr/text/48/52.249-8">FAR 52.249-8, Default (Fixed Price Supply and Service)</a>, which provides that a contractor is not liable for excess costs for a failure to perform a contract arising from causes beyond its control and without its fault or negligence.  For cost-reimbursement contracts, the relevant clause is <a rel="noopener noreferrer" target="_blank" href="https://www.law.cornell.edu/cfr/text/48/52.249-14">FAR 52.249-14, Excusable Delays</a>, which similarly absolves contractors for such costs.  Contractors should promptly request schedule extensions to avoid any finding of a failure to perform.  If the government denies such requests for extensions, then contractors should be prepared to either submit a request for an equitable adjustment (REA) once damages are reasonably certain, or file a claim under the Contracts Disputes Act (CDA).</li><li>Get prepared for an REA or CDA claim. Given the rapid and continued progression of the COVID-19 pandemic, significant disruptions such as those contemplated by the Sovereign Acts Doctrine may soon become inevitable.  Contractors therefore should consider assembling their teams in anticipation of submitting an REA or claim once business operations return to normal.  Developing the underlying facts for an REA or claim is time-consuming, arduous work.  It therefore may be prudent to convene your potential REA/claim team in advance to allow the Company to collect relevant data in real-time for inclusion in the eventual REA or claim.</li></ol>If you have any questions regarding COVID-19 disruptions to your contracts, please reach out to one of the authors, or your standard MoFo contact.  Stay safe.Morrison & Foerster has mobilized a team of legal advisors across our firm’s global practices and disciplines to offer you timely legal and business advice as this global health crisis continues to quickly evolve.

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Kevin is former Co-chair of Morrison Foerster’s Government Contracts & Public Procurement practice. 

Kevin Mullen

Kevin is former co-chair of Morrison Foerster’s Government Contracts & Public Procurement practice. He has broad experience in numerous facets of government contracts matters including agency procurements, subcontracting, teaming and joint venture relationships, contract performance issues, intellectual property, compliance matters, due diligence for mergers and acquisitions, and procurement fraud matters.

Kevin P. Mullen

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Sandeep Nandivada is a partner in the Litigation Department of Morrison Foerster’s Washington, D.C. office.

Sandeep N. Nandivada

Sandeep Nandivada

The Sovereign Acts Doctrine: Understanding COVID-19 Implications For Your Government Contract

The COVID-19 pandemic has introduced significant uncertainty for government contractors as agencies prepare for substantial disruptions, including the potential

The Sovereign Acts Doctrine:   Understanding COVID-19 Implications For Your Government Contract

On Wednesday, the Senate passed a $2 trillion relief package – the Coronavirus Aid, Relief, and Economic Security or CARES Act – intended to relieve some of the worst economic effects of the coronavirus pandemic.  In addition to sweeping relief measures for individuals and state and local governments, the bill provides significant measures for businesses of all sizes, including $350 billion in loans for small businesses and $500 billion in loans for other industries, including major financial assistance for the airline industry.  Contractors are expected to benefit from many of these programs, including the $17 billion set aside for loans or loan guarantees – with strings attached, such as restrictions on stock repurchases and executive compensation – to “businesses critical to maintaining national security.”  As a whole, though, the Act makes little direct mention of federal contractors.One provision, however, does speak directly to contractors:  Section 3610, Federal Contractor Authority, authorizes agencies, in limited circumstances, to reimburse contractors that continue to pay employees who are unable to work due to coronavirus.  The Act provides that agencies may use monies appropriated under the CARES Act, or any other appropriation, to modify the terms of any contract, or other agreement, to reimburse contractors for any paid leave (including sick leave) the contractor provides to keep its employees or subcontractors in a ready state.  Reimbursement is to be made at the minimum applicable contract billing rates at 40 hours per week.  The provision applies only to a contractor whose employees or subcontractors “cannot perform work on a site that has been approved by the Federal Government, including a federally-owned or leased facility or site,” due to site closures or other restrictions, and who cannot telework.  The maximum amount of reimbursement shall be reduced by any tax credits or other credit provided under the CARES Act or the Families First Coronavirus Response Act.Despite seeming to provide much-needed relief to contractors struggling with local shutdown orders and the health and safety needs of employees, the Act leaves significant uncertainty as to its implementation.  Notably, the relief provision is not mandatory and merely allows individual contracting agencies to modify contracts after the fact to provide reimbursement, leaving contractors who opt to provide paid leave uncertain as to whether they will be able to recoup costs, unless those costs are already compensable under an REA.  It is also unclear what is meant by “approved” work sites and whether this will be limited to Government-run sites or whether it also includes “approved” classified contractor sites.Due to these and other ambiguities in the bill language, and absent additional clarity, contractors should be hesitant to rely exclusively on this provision in determining how to proceed in the coming weeks.  Instead, until further guidance is provided, contractors should continue as they normally would in a constructive change or compensable delay situation: notify the agency of the effect of the change and potential delays, document the effects of the change/delay, document attempts at mitigation, segregate costs, and continue to keep an open line of communication with the contracting officer.With final Congressional approval secured for the groundbreaking $2 trillion stimulus package in response to the Coronavirus (COVID-19) pandemic, our COVID-19 Task Force has launched the CARES Act Resource page that tracks the bill closely from all angles. The resource page is designed to help you understand the implications of the bill for both businesses and individuals, offering smart takes and answers to frequently asked questions from partners across the firm.