Admitted to Bars of Maryland and District of Columbia.
Education: Tulane University (B.A., International Relations, 1985, Omicron Delta Kappa) and The George Washington University Law School (J.D., 1990).
Member: Maryland Court of Appeals, District of Columbia Court of Appeals, U.S. Court of Federal Claims and the U.S. District Court for the District of Columbia.
Experience: Assistant General Counsel, General Services Administration (1991-1995), Associate, Arent Fox PLLC (1995-1998), General Counsel, JurySignUp, Inc. (1998-2002), Partner, McGuireWoods LLP (2002-2005), Partner, Cohen Mohr LLP (2006-Present).
Community Involvement: Small Business Committee Chair, Federal Bar Association Government Contracts Section; President, Board of Directors, CCFA Greater Washington, D.C./Virginia Chapter; Member, Board of Trustees, Springboard Enterprises, Inc.; Pro Bono: Mediator, Multidoor Dispute Resolution Division, Superior Court of the District of Columbia (1990-Present).
Government Contracts Litigation
Ms. Carp represents companies challenging and/or defending contract awards in bid protests before military and civilian contracting agencies, the Government Accountability Office, and the United States Court of Federal Claims (“COFC”). She provides insightful counsel regarding various approaches for success, including structuring effective bid protest timelines, determining where a protest should be filed to maximize the chances for a “win,” and formulating strategies for how best to defend against a competitor’s protest. She also works with a company’s relevant personnel to investigate facts, formulate optimal legal theories, and draft and present requests for equitable adjustment and certified claims to various Boards of Contract Appeals in a manner that maximizes the contractor’s chances of recovery. She works with accounting and financial experts to formulate appropriate pricing and damage methodologies that seek to maximize the contractor’s chances of recovery. Whatever the controlling legal theory — defective specifications, performance delay or acceleration, late or defective government-furnished property, performance impossibility/impracticability, breach of the government’s duty to cooperate or excessive testing or inspection — she knows how to formulate those theories based on prior experience.
Government Contracts Terminations
If a government contractor is terminated for convenience, Ms. Carp will assist the contractor in the following manner:
- review the circumstances surrounding the termination for convenience and provide advice to most protect the company’s financial interest and recovery;
- prepare a termination for convenience claim in accordance with the Federal Acquisition Regulations (FAR);
- represent the company during the DCAA audit, which will be required as a result of the termination, prior to entering into final negotiations;
- prepare or review subcontractor and vendor proposals and prepare justifications on the company’s behalf in order to obtain approval from the contracting officer for the subcontractors’ proposals; and
- assist the company in the negotiation of the company’s proposal, if requested, to ensure the most favorable financial recovery to the company.
The accounting, legal, and clerical costs associated with the preparation of the settlement proposal are recoverable expenses as long as they are reasonably necessary for the preparation of the Termination for Settlement Proposal and supporting data.
If the government contractor is terminated for default, Ms. Carp will represent the company to limit its liability. For example, a termination for default may subject a contractor to excess costs for reprocurement. In addition, the termination for default may become part of the contractor’s past performance record which will harm the contractor’s ability to compete on future contracts. Ms. Carp will assist the contractor in appealing the termination for default. When such appeals are successful, the termination for default is usually converted into a termination for convenience.
Government Contracts Counseling
Ms. Carp counsels government contractors with regard to a wide variety of compliance matters. For example, government contractors are subject to unique labor and employment requirements. Ms. Carp counsels clients on matters of compliance with the Department of Labor’s equal opportunity and affirmative action requirements under Executive Order 11246, the Rehabilitation Act of 1973 and the Vietnam Veterans Readjustment Assistance Act of 1974. She also helps clients prepare written affirmative action plans that will pass muster with an Office of Federal Contract Compliance Programs (OFCCP) audit or investigation. In addition, she explains DOL’s workplace and labor standards such as the Walsh-Healey Act, the Davis Bacon Act, the Service Contract Act, and the Contract Work House and Safety Standards Act.
In addition, federal government contractors of every size have specialized socioeconomic concerns. Ms. Carp counsels large federal government contractors who are required to submit detailed subcontracting plans on the requirements for those plans. She also advises small, small-disadvantaged, and women-owned contractors on their eligibility for award of set-asides and government preferences. Also, she helps companies seeking entry into or already in SBA’s 8(a) Program to compete for the $6 billion worth of contracts awarded annually.
Ms. Carp also provides advice to clients with regard to the unique ethical obligations of federal government contractors such as the prevention of bribery and illegal gratuities, false claims and false statements, lobbying restrictions, procurement integrity, conflicts of interest, and kickbacks. She assists clients in drafting codes of conduct and compliance policies and in structuring corporate compliance programs to educate all of their employees about the added level of scrutiny applied to business dealings with the government.
Finally, Ms. Carp counsels government contractors with regard to the unique requirements stemming from the Trafficking Victims Protection Act whereby contractors are prohibited from engaging in human trafficking — whether by the use of forced labor or some form of prostitution. Ms. Carp assists the clients in developing the plans and the documentation necessary to meet such requirements in order to avoid the severe penalties applied to contractors who fail to abide by this law.
Government Contracts Audits and Investigations
At a client’s request, Ms. Carp will conduct an internal investigation in advance of any government knowledge of possible problems at the client’s company. She can also prepare responses (with the assistance of a C.P.A. when needed) to subpoenas and investigations by agency inspector generals or other criminal prosecutors. She will attempt to persuade the IG or prosecutor not to pursue the matter. But, if an audit or investigation goes forward, she will represent the client in grand jury investigations, plea-bargaining sessions or trial. If the government is contemplating suspension or debarment as a result of the audit or investigation, Ms. Carp can represent the client in suspension and/or debarment proceedings and negotiate with the debarring or suspending entity on the client’s behalf. She works quickly to minimize the impact of any debarment or suspension on other corporate affiliates or divisions. If needed, she will seek judicial review on behalf of a federal government contractor in a federal district court or at the U.S. Court of Federal Claims.
Government Contracts Mergers and Acquisitions
Clients call upon us for assistance with critical growth and exit strategies, including:
- business combinations, joint ventures, and alliances;
- divestitures and exit strategies.
Cohen Mohr provides merger and acquisition assistance at every stage, from planning strategic considerations involved in structuring and financing transactions to negotiating effectively to take full advantage of the business opportunities presented. The firm works with companies and their directors to formulate and implement an acquisition strategy, respond to acquisition invitations of other bidders, or structure strategic joint ventures involving multiple parties and lines of business.
Our merger and acquisition practice includes:
- structuring the sale or purchase of a company;
- negotiating favorable terms and conditions;
- assigning or novating contracts, including federal, state, and local government contracts;
- conducting due diligence, particularly in areas involving intellectual property or government contracts.
On behalf of our clients, we regularly prepare the full range of documentation required in mergers and acquisitions, including:
- Non-Disclosure Agreements;
- Letters of Intent;
- Asset Purchase and Sale Agreements;
- Stock Purchase and Sale Agreements;
- Plans of Merger;
- Escrow Agreements;
- Non-Competition Agreements.
U.S. District Courts
- The Haskell Co. v. U.S. Dept. of Justice, Not Reported in F.Supp.2d, 2006 WL 627156 (D.D.C. 2006)
Boards of Contract Appeals
- MVM, Inc ., CBCA No. 7976, 2007 WL 2401032 (Aug. 21, 2007)
- MVM, Inc ., CBCA No. 661, 2007 WL 1792829 (Jun. 18, 1007)
- MVM, Inc ., CBCA No. 737, 2007 WL 1498807 (May 17, 2007)
- MVM, Inc ., CBCA No. 662, 2007 WL 837882 (Mar. 9, 2007)
- Infrastructure Corp. of America, D.C.C.A.B. No. P-0731, 2006 WL 2947838 (Jul. 18, 2006)
- A.C. Nielsen Co., GSBCA No. 13466-P-R, GSBCA No. 13469-P-R, GSBCA No. 13470-P-R (Jan. 21, 1997)
- A.C. Nielsen Co., GSBCA No. 13466-P-R, GSBCA No. 13469-P-R, GSBCA No. 13470-P-R, 97-1 BCA 28774 (Dec. 17, 1996)
- Statistica, Inc., GSBCA No. 13759-P-R, 1996 WL 412780 (Jul. 23, 1996)
- A.C. Nielsen Co ., GSBCA No. 13466-P, GSBCA No. 13469-P, GSBCA No. 13470-P, 1996 WL 297304 (Jun. 5, 1996)
- Information Analysis, Inc. GSBCA No. 13577-P, 1996 WL 297303 (Jun. 4, 1996)
- A.C. Nielsen Co ., GSBCA No. 13466-P, GSBCA No. 13469-P, GSBCA No. 13470-P, 96-1 BCA 28253 (Mar. 21, 1996)
- A.C. Nielsen Co ., GSBCA No. 13466-P, GSBCA No. 13469-P, GSBCA No. 13470-P, 1996 WL 84173 (Feb. 23, 1996)
- OAO Corp ., GSBCA No. 12484-P-REM, 95-2 BCA 27696 (Apr 19, 1995)
- Integrated Systems Group, Inc., GSBCA No. 13108-P, 95-1 BCA 27484 (Feb. 1, 1995)
- Advanced Management, Inc., GSBCA No. 13067-P, 1994 WL 695664 (Dec. 8, 1994).
- Advanced Management, Inc., GSBCA No. 13067-P, 95-1 BCA 27342 (Dec. 1, 1994).
- CBIS Federal, Inc., GSBCA No. 13014-P, 1994 WL 620603 (Nov. 7, 1994)
- CBIS Federal, Inc., GSBCA No. 112925-P, GSBCA No. 12928-P, 1994 WL 620603 (Oct. 6, 1994)
- ARC Professional Services Group, Inc. GSBCA No. 12699-P, 94-2 BCA 26845 (Mar. 22, 1994)
- Petrocredit Corp., GSBCA No. 12767-P, 1994 WL 84068 (Mar. 10, 1994)
- OAO Corp ., GSBCA No. 12718, 94-2 BCA 26662 (Jan. 28, 1994)
- Louis A. Amy Co., Inc., GSBCA No. 11502, 1993 WL 512405 (Dec. 7, 1993)
- Computer Data Systems, Inc., GSBCA No. 12455-P, GSBCA No. 12515-C, 94-1 BCA 26497 (Oct. 18, 1993)
- CTA, Inc ., GSBCA No., 12455-P, GSBCA No. 12411-C, 94-1 BCA 26498 (Oct. 18, 1993)
- CBIS Federal, Inc., GSBCA No. 12461-P, GSBCA No. 12516-C, 94-1 BCA 26496 (Oct. 18, 1993)
- OAO Corp ., GSBCA No. 12484-P, 94-1 BCA 26392 (Sep. 3, 1993)
- Amcel Corp., GSBCA No. 9643, 94-1 BCA 26280 (Jul. 23, 1993)
- Computer Data Systems, Inc., GSBCA No. 12455-P, GSBCA No. 12461-P, 1993 WL 242332 (Jun. 30, 1993)
- Cosmechem Co., Inc., GSBCA No. 12147, 93-3 BCA 26057 (Apr. 22, 1993)
- Wilmer Mfg. Co., GSBCA No. 11706, 93-3 BCA 25942 (Mar. 26, 1993)
- Amcel Corp., GSBCA No. 9654, 1993 WL 28552 (Feb. 1, 1993)
- Chemical Commodities Agency, Inc., GSBCA No. 11638, 1993 WL 11671 (Jan. 21, 1993)
- ABM/Ansley Business Materials, GSBCA No. 11954-C, 1992 WL 373206 (Dec. 15, 1992)
- American Kal Enterprises, Inc., GSBCA No. 11118, GSBCA No. 11323, GSBCA No. 11327 – 11329, 1992 WL 364806 (Dec. 3, 1992)
- Elder Flag Mfg. Co., Inc., GSBCA No. 11757, GSBCA No. 11780, 1992 WL 307937 (Oct. 20, 1992)
- Safina Office Products, GSBCA No. 10024, 93-1 BCA 25484 (Sep. 21, 1992)
- Ford Motor Co., GSBCA No. 11484, 1992 WL 54245 (Mar. 18, 1992)
- Imperial Fire Hose Co., GSBCA No. 11596, 1992 WL 47937 (Mar. 4, 1992)
- American Kal Enterprises, Inc., GSBCA No. 11118, GSBCA No. 11323, GSBCA No. 11327 – 11329, 92-2 BCA 24891 (Feb. 28, 1992)
U.S. Government Accountability Office
- Dell Services Federal Government, Inc., B-406380.4, B-406380.5, Aug. 27, 2012
- Eggs & Bacon, Inc., B-402591.2, Aug. 13, 2010, 2010 CPD ¶ 193
- Fintrac, Inc., B-311462.2, B-311462.3, Oct. 14, 2008, 2008 CPD ¶ 191
- View One, Inc., B-400346, Jul. 30, 2008, 2008 CPD ¶ 142
- Computer Sciences Corporation; Unisys Corporation; Northrop Grumman Information Technology, Inc., IBM Business Consulting Services – Federal, B-298494.2, B-298494.3, B-298494.4, B-298494.5, B-298494.6, B-298494.7, B-298494.8, B-298494.9, B-298494.10, B-298494.11, B-298494.12, B-298494.13, B-298494.14, May 10, 2007, 2007 CPD ¶ 103
- United Medical Systems – DE, Inc., B-298438, Sep. 27, 2006, 2006 CPD ¶ 148
- Digital Technologies, Inc., B-291657.3, Nov. 18, 2004, 2004 CPD ¶ 235
- Manufacturing Engineering Systems, Inc., B-293299.3, B-293299.4, Aug. 3, 2004, 2004 CPD ¶ 194
- The Haskell Company, B-292756, Nov. 19, 2003, 2003 CPD ¶ 202
- Accurate Automation Corporation, B-292403, B-292403.2, Sep. 10, 2003, 2003 CPD ¶ 186
- PharmChem, Inc., B-291725.3, B-291725.4, B-291725,5, Jul. 22, 2003, 2003 CPD ¶ 148
- Source One Management, Inc., B-278044, B-278044.4, B-278044.6, Je. 12, 1998, 98-2 CPD ¶ 11
- McCombs Fleet Services, B-278330, Jan. 16, 1998, 98-1 CPD ¶ 24
- Ann Riley & Associates, Ltd. – Reconsideration, B-271741, B-271741.3, Mar. 10, 1997, 97-1 CPD ¶ 122
- AAC Associates, Inc., B-274928, Jan. 13, 1997, 97-1 CPD ¶ 55
- Trimble Navigation, Ltd., B-271882, B-271882.2, Aug. 26, 1996, 96-2 CPD ¶ 102
- Ann Riley & Associates, Ltd., B-271741, B-271741.2, Aug. 7, 1996, 97-1 CPD ¶ 120
- Juarez & Associates, Inc., B-265950, B-265950.2, Feb. 8, 1996, 96-1 CPD ¶ 152
- Wackenhut International, Inc./Instituto di Viglanza Citta di’ Roma S.r.I. (Mettronotte) – a joint venture, B-251398, B-251398.2, Jan. 26, 1996, 96-1 CPD ¶ 25
- Southwest Marine, Inc.; American Systems Engineering Corporation, B-265865, B-265865.3, B-265865.4, Jan. 23, 1996, 96-1 CPD ¶ 56
- Eccles Associates, Inc.; Deloitte Touche Tohmastsu ILA Group Ltd., B-260486, B-260486.6, B-260486.7, Oct. 17, 1995, 95-2 CPD ¶ 179
- DRI/McGraw Hill, B-261181, B-261181.2, Aug. 21, 1995, 95-2 CPD ¶ 76
- Allerion, Inc., B-256986, Apr. 28, 1994, 94-1 CPD ¶ 281
U.S. Small Business Administration
- A & T Systems, Inc., SBA No. SIZ-4644 (Jul. 1, 2004)
Areas of Specialization
Government Contracts Litigation:
- Bid Protests at Agency, Government Accountability Office and U.S. Courts of Federal Claims
- Claims and Appeals under the Contract Disputes Act of 1978 at Boards of Contract Appeals
- Requests for Equitable Adjustments
- Terminations/Settlement Proposal
- Subcontract Disputes between Prime Contractor and Subcontractor
Government Contracts Counseling:
- Teaming, Non-Disclosure, Subcontract, Joint Venture and Consulting Agreements
- Contract Formation and Negotiation Strategy
- Protecting Intellectual Property in a Government Contract
- Federal Programs for Small Businesses
- Foreign Ownership Control or Influence Mitigation
- Buy American Act and Trade Agreements Act
- Foreign Corrupt Practices Act
- Code of Business Ethics and Conduct
- Affirmative Action Plan and VETS-100 Report
- Zero Tolerance of Human Trafficking Plan
- GSA Schedule Compliance
- Prompt Payment Act
- Gratuities and Other Prohibited Conduct
- Price Reduction Clause
- Record Retention
- Industrial Funding Fee
Government Contracts Audits and Investigations:
- Establish Compliant Internal Controls
- Review Internal Systems and Processes
- Represent Company During Grand Jury Investigation
- Respond to Subpoena and Subpoena Duces Tecum
Government Contracts Mergers and Acquisitions:
- Corporate Due Diligence
- Review Sales Pipeline
- Structure Sale or Purchase of Company
- Assigning and Novation of Contracts
- Goods From China May Soon Be Allowed on GSA Schedules: A Brief Update on China
- Newly Published Rules Require WRITTEN Codes of Business Ethics & Conduct
- The Government’s New “Export Enforcement Initiative” Brings Scrutiny to Government
- Trafficking Law Affecting Government Contractors — Recently Revised
- Does your company possess a WRITTEN code of ethics and business conduct?
- Conducting Business with the Federal Government: Five Top Tips for Contractors
- Compliance With FAR and DFARS Ban on Human Trafficking