Government Contracts

Cohen Mohr represents a wide variety of companies selling to the state, local and federal government, including construction contractors and subcontractors, consultants, furniture manufacturers, leasing companies, hardware and software companies, telecommunications providers, gas mask manufacturers, training companies, audiovisual companies, engineering firms and office equipment manufacturers and dealers.

Cohen Mohr has assisted clients in virtually all aspects of the state, local and federal procurement process. This includes reviewing formally advertised and negotiated contract solicitations; preparing and negotiating GSA schedules (please follow the link for more information); drafting opinion letters; interpreting contract clauses; protesting contract awards (for more detail please see our bid protest page); pursuing claims under on-going contracts; and defending against defective pricing claims, and suspension and debarment actions.

The substantive areas encompassed by our representation span the entire range of state, local and federal contract formation and administration. Cohen Mohr has handled cases on formal advertising and negotiated solicitation procedures; offer, acceptance and award; mistake in bid; contractor responsibility and responsiveness; two-step formal advertising; cost reimbursement contracts; contract audits, including GSA Inspector General and Industrial Funding Fee (IFF) audits; debarment and suspension; small business contracting; the Service Contract Act; the Davis-Bacon Act; the Walsh-Healey Act; the Buy American Act; the Freedom of Information Act; appropriation of funds; rights in technical data; contract interpretation; termination for convenience claims; change orders; excusable delays; inspection and acceptance of goods; cost accounting; warranties; default termination; and GSA schedule contracting. This list is not exhaustive.

In the course of our representation, Cohen Mohr has appeared before the Government Accountability Office; Boards of Contract Appeal; the Court of Federal Claims; District Courts; and Circuit Courts of Appeals. These cases have involved numerous civilian and defense agencies. In addition, we have also represented clients marketing to the legislative as well as the executive branch of government.

Mergers & Acquisitions

Clients call upon us for assistance with critical growth and exit strategies, including:

• business combinations, joint ventures and alliances
• mergers and acquisitions
• 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

Terminations

If a government contractor is terminated for convenience, Cohen Mohr 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, Cohen Mohr 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. Cohen Mohr 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.

Audits

At a client's request, Cohen Mohr's attorneys will conduct an internal investigation in advance of any government knowledge of possible problems at the client's company.

We 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. Cohen Mohr will attempt to persuade the IG or prosecutor not to pursue the matter. But, if an audit or investigation goes forward, we 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, we can represent the client in suspension and/or debarment proceedings and negotiate with the debarring or suspending entity on the client's behalf. Cohen Mohr works quickly to minimize the impact of any debarment or suspension on other corporate affiliates or divisions. If needed, we 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.

Compliance

Cohen Mohr counsels government contractors with regard to a wide variety of compliance matters. For example, government contractors are subject to unique labor and employment requirements. We counsel 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. We also help clients prepare written affirmative action plans that will pass muster with an Office of Federal Contract Compliance Programs (OFCCP) audit or investigation. In addition, we will explain 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. Cohen Mohr attorneys counsel large federal government contractors who are required to submit detailed subcontracting plans on the requirements for those plans. We also advise small, small-disadvantaged and women-owned contractors on their eligibility for award of set-asides and government preferences. And, we help companies seeking entry into or already in SBA's 8(a) Program to compete for the $6 billion worth of contracts awarded annually.

Cohen Mohr also provides advice to clients with regard to the unique ethical obligations of federal government contractors such as:

• Prevention of bribery and illegal gratuities;
• False claims and false statements;
• Lobbying restrictions;
• Procurement integrity;
• Conflicts of interest; and
• Kickbacks

We assist 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, Cohen Mohr 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. Our attorneys assist the client 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.