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Business Excellence through Contract Management Excellence

Hello Pentagon Chapter! The stress of the Federal Government end of fiscal year is upon us. Finding time for personal career development can be hard to do in September, but we had a dozen participants attend our Septem-ber Breakfast Webinar. I would like to thank you all for coming out and learning something new. Our next Breakfast Webinar will be held at the same location in February, covering the topic, “Market Research for Small Businesses in a Time of Limited Interaction.” I hope you are able to attend next month’s dinner meeting. You’re in for a real treat! Mr. David Drabkin, Corporate Director of Contracts for the Northrop Grumman Corporation, will be joining us to discuss the impact of the Department of De-fense’s view on profit. This educational meeting will allow you to network amongst your peers, share a wonderful meal, and learn about an inter-esting contract management topic, which will re-sult in a training certificate worth 2 Continuous Learning Points. See page 2 for more information

and to learn how to register for this event. We hope you find some interesting topics on our cal-endar of events, which can be found on page 6 of the newsletter. Please let us know if you have any ideas for topics that you’d like to learn about. You can al-ways send an e-mail to me or our VP of Programs to make suggestions. Contact information for all officer and volunteer positions may be found on page 14. Come on out and support your local NCMA chap-ter. Don’t forget to bring a friend. The NCMA New Membership Initiative is going strong. More brand new members means increased resources for our chapter so we can bring new programs to you!

President’s Corner

September 2014

Please take a moment to answer the

following question:

We are looking for FAR experts. Are you

up for the challenge? Please submit your

name to Angie Hughes for participation on

the Pentagon Chapter Team for an

upcoming battle of the chapters.

Please send your response to Angela

Hughes at [email protected]

CHAPTER SURVEY

2 Business Excellence through Contract Management Excellence

Speaker’s Bio Current Assignment:

Since Aug 2013 Dave has served as the Director of Contracts for Northrop Grumman Corporation. Dave is responsible for

company-wide contracts guidance and counsel, training and personnel development, and ensuring compliance with stand-

ards. He interfaces with internal and external customers and represent the company at industry associations on contractual

and acquisition-related matters. He teaches Government Contracting seminars at GWU Law School and is an adjunct facul-

ty member at Old Dominion University. He hosts the “Fun with the DFARS” series for the Public Contracting Institute,

where he also serves as a member of the Board of Directors. He is a Director of the Procurement Roundtable. A Fellow of

the National Contracts Management Association and a member of its Board of Advisors. He is also a Vice Chair of two

committees of the Public Contract Law Section of the American Bar Association.

Previous Assignments:

Dave previously served as the Corporate Director Acquisition Policy for Northrop Grumman Corporation. Dave was respon-

sible for influencing and representing the formation of Acquisition Policy by the Federal government from Northrop Grum-

man’s perspective.

Prior to joining Northrop Grumman Corporation Dave was the Senior Procurement Executive and Deputy Chief Acquisition

Officer of the US General Services Administration. Dave served as one of the FAR signatories, supervised FAI and IAE.

He served as a staff member of the Senate Homeland Security and Government Affairs Committee. Dave was appointed by

the President and served as a member of the Section 1423 (SARA) Panel. He was also appointed and served as a member of

the Multiple Award Schedule Advisory Panel. Prior to GSA Dave served as the Deputy PM of the Pentagon Renovation, the

Assistant Deputy Under Secretary of Defense for Acquisition Reform, and in numerous other positions with DLA, DCMA

and the US Army in CONUS and Europe.

Education: BA, Washington & Jefferson College - 1975; JD, Cumberland School of Law - 1978

Dave served as President of the Washington DC Chapter of the National Contract Management Association (NCMA) from

May 2010 until September 2012. He is a member of the Council of Fellows and the Board of Advisors for NCMA. He also serves as a Director of the Procurement Roundtable and a Director of the Public Contract Law Institute.

October Chapter Dinner Meeting: “What’s Mine is Mine and What’s Yours is Mine — The Impact of DoD’s Unrelenting War on Profit” with David Drabkin

When: October 14, 2014

Where: Crystal City CrowneCrystal City Crowne Plaza Hotel

1480 Crystal Drive, Arlington, VA

Veranda Café located on the mezzanine level

Time: 5:00pm (registration and networking)

6:00pm (program begins)


Dinner Meeting Registration Form

October 14, 2014 – “What’s Mine is Mine and What’s Yours is Mine - The Impact of DoD’s Unrelenting War on Profit” – Speaker: David Drabkin, Corporate Director, Contracts, Northrop Grumman Corporation. Location is the Crystal City Crowne Plaza Hotel (1480 Crystal Drive, Arlington, VA) Veranda Café located on the mezza-nine level. Registration and networking begins at 5:00 p.m. and the program begins at 6:00 p.m. Registration: Name : ________________________________ Circle: CCCM CFCM CPCM CACM Fellow Title: ______________________________________________________________ Organization: ________________________________________________________ Business Address: _____________________________________________________ City/State/ZIP: _______________________________________________________ Daytime Phone (____)___________ Fax (____)_____________ E-mail Address: _______________________________________________________ NCMA Membership Number: ____________________________________ MEAL CHOICE: □ Steak □ Fish □ Chicken □ Mushroom Tortellini NOTE: Registration must be received in advance. If you are unable to attend, you must submit a replacement. Other-wise, your registration fee will be forfeited per the Pentagon Chapter Cancellation Policy on the website . http://resources.ncmahq.org/chapters/pentagon/Lists/Cancellation%20Policy/AllItems.aspx COST: □ Member: $40.00 □ Non-member: $45.00 □ I will make payment of the evening of the event either by cash, credit card, or check (Credit card information shown below is required to reserve your dinner selection) Payment Information: □ Check in the amount of $ ___________ (Make checks payable to: NCMA Pentagon Chapter) Credit Card: □ VISA □ MasterCard Credit Card No: ____________________________________ Expiration Date: ____________ Name on Credit Card: __________________________________ Security Code from Credit Card: _______ Signature: _____________________________________ Credit Card BILLING Address: ______________________________________________ ______________________________________________ ______________________________________________ □ Paid online via PayPal (see below) Registration is also available on our chapter website via the following link. A PayPal account is not required to use this option, but the registration form is still required to ensure proper food choice. http://resources.ncmahq.org/chapters/pentagon/default.aspx If registering on line, please be sure to send this registration form to Khia Baylor-Davis at [email protected].

Registration deadline is noon on October 9, 2014.


NCMA Pentagon Chapter

Dinner Meeting

Menu

Tuesday, October 14, 2014

Fee includes a beverage (iced tea or soda), a house salad, one entrée selection of your choice, and

desert with coffee service.

Salad

Tender mixed greens served with shaved red onion, sliced cucumber, cheddar and Monterey jack

cheese and plum tomatoes with your choice of dressing.

Entrée

New York Strip

A 12-oz. strip steak served medium well (unless otherwise requested) served with French fries.

Parmesan Crusted Tilapia

Hand cut tilapia filet served over wild rice pilaf with pineapple-mango-ginger chutney and fresh

vegetables

Roasted Barbecue Chicken

Slow roasted and based with our homemade chipotle barbecue sauce, topped with bleu cheese

crumbles, toasted walnuts and golden raisins. Served with hickory baked beans and fresh vegeta-

bles

Wild Mushroom Tortellini

Tortellini pasta stuffed with ricotta cheese, tossed together with wild mushrooms in a pesto alfredo

sauce

Dessert

Cheese Cake

Rich and creamy cheese cake served with fresh berry sauce

*Consuming raw or undercooked meats, seafood, poultry, shellfish, or

eggs may increase your risks of food born illness.


Membership Highlights

Member Anniversaries

Please join me in congratulating NCMA members who have reached mile-

stone membership status. They will each receive an anniversary certificate

(offered in 5-year increments) signed by our Pentagon Chapter President,

the NCMA National President, and the NCMA Executive Director.

Thank you for your many years of membership and support!

Member Years

Lynette Thibodeaux 20

Forrest Browne 15

Aubrey Mitchell 5

New Members

We extend a warm welcome to the newest members

of the Pentagon Chapter!

Jason Street

Brenda Dickerson

Monica Fernandez

Brenda McCleary

Lisa Williams

Warren Arthur III

Christopher Nietubyc


Pentagon Chapter Calendar of Events 2014-2015

Date Event Time Location

October 14, 2014 Dinner Meeting: Speaker: David Drabkin, Corporate Director, Contracts for Northrop Grumman Corp. TOPIC: “What’s Mine is Mine and What’s Yours is Mine - The Impact of DoD’s Unre-lenting War on Profit”

5:00 - 8:00pm Crowne Plaza Hotel 1480 Crystal Drive Arlington, VA 22202 Veranda Dining Rm, 2nd Floor

November 13, 2014 Networking Event 5:00 - 8:00pm Crowne Plaza Hotel 1480 Crystal Drive Arlington, VA 22202 Potomac Bar & Grille

December 9, 2014 Dinner Meeting Speaker: Timothy M. Applegate, Deputy Director, Acquisition Directorate, DoD/Washington Headquarters Services


January 13, 2015 Networking Event 5:00 - 8:00pm Crowne Plaza Hotel 1480 Crystal Drive Arlington, VA 22202 Potomac Bar and Grille

February 12, 2015 Breakfast Webinar: “Market Research for Small Businesses in a Time of Limited Interaction”

7:00 - 9:00am Washington Headquarters Ser-vices 1225 S. Clark St., Suite 200, Arlington, VA 22202

March 10, 2015 Dinner Meeting: “Evolution of Contracting” Speakers: TBD


April 14, 2015 National Education Seminar (NES): “100 Worst Mistakes in Government Contracting”

All Day Event TBD

May 12, 2015 Chapter 30th Anniversary Dinner Celebration!! Celebration Keynote Speaker: Michael Fischetti, Executive Director. NCMA Special Guest: William Kaplan, Founder of Working Knowledge CSP, LLC.


This is a working calendar and will be updated as information becomes available. The most current information will be found in the latest edition of the newsletter.


Contract Interpretation for the Contracting Profession Written by Christoph Mlinarchik, JD

The paramount goal of contract interpretation is to find a single interpretation that accurately reflects the intent of the parties. Once that intent is determined, courts will generally hold the parties to it. See Firestone Tire & Rubber Co. v. United States, 444 F.2d 547 (Ct. Cl. 1971). This sounds simple but can be complicated by shoddy contract drafting and poor communication. Vague contracts reduce efficiency, invite costly litigation, and sour the Govern-ment-contractor relationship. Eliminate ambiguity and avoid confusion by crafting clear solicitations and contracts.

Learn the basic rules of contract interpretation and apply them to acquisitions.

Intrinsic versus extrinsic evidence Courts look to intrinsic evidence first, which includes everything within the four cor-ners of the contract itself. In contrast, extrinsic evidence concerns external factors. Extrinsic evidence involves the circumstances surrounding the contract, e.g., pre-award negotiations, prior course of dealing, or industry standards. Generally, intrinsic evidence is preferred to extrinsic evidence. Courts will only consider extrinsic evidence

if the intent of the parties cannot be determined from the contract itself (using intrinsic evidence). See Coast Federal Bank, FSB v. United States, 323 F.3d 1035 (Fed. Cir. 2003). This policy encourages parties to draft contracts that stand on their own merit, rather than rely on outside information.

Pay special attention to defined words and technical terms Words derive meaning from context. The same word has different meanings depending on when, where, and how it is used. For this reason, contracts often include a “Definitions” section to clarify key words. Do not neglect the “Definitions” section; it is vital to the contract. For acquisition-related terms, a common practice is to fix the mean-ing of the word as defined in FAR 2.101 or another section. Consider carefully the implications of each definition and always remember that context matters. Beyond specific definitions in the contract, courts may use outside sources to define key terms. The Restatement (Second) of Contracts states in section 202(3) that “Unless a different intention is manifested, [where] language has a general meaning it is interpreted in accordance with that meaning [and] technical terms and words of art are given their technical meaning when used in a transaction within their technical field.” As such, courts rely on two key sources of information for words not defined in the contract. Authoritative dictionaries or “common usage” are the first source. Plain meaning or common usage is strong evi-dence of the intent of the parties. See Ahrens v. United States, 62 Fed. Cl. 664 (2004). Alternatively, if the term is not defined in the contract and it is clearly not used in its common context, courts will consider it to be a “technical” term. In that case, courts will use extrinsic evidence to select an appropriate technical definition. See Western States Constr. Co. v. United States, 26 Cl. Ct. 818 (1992). This could include trade journals, industry practice, or the testimony of technical experts in the field.

Continued on page 8


Harmonize the contract—leave no part meaningless A contract must be read as a whole. When applying this axiom, courts use two cardinal principles: (1) parts of a contract must be read together and harmonized if possible and (2) preference is given to an interpretation which gives effect to all terms and leaves no clause meaningless. See NVT Techs., Inc. v. United States, 370 F.3d 1153 (Fed. Cir. 2004). This means the winning interpretation usually refers to multiple sections of the contract, rather than relying on one portion and ignoring others. Courts assume that if the parties include language in the contract, it was included for a reason. Arguments that assume that a portion of the contract (such as the “Definitions” section) is meaningless will fall upon deaf ears. Courts will consider all parts of the contract relevant and are reluctant to ignore entire sections. See Big Chief Drill-ing Co. v. United States, 26 Cl. Ct 1276 (1992).

Order of Precedence Government contracts often include a shortcut for resolving inconsistencies between sections. Inclusion of the “Order of Precedence” FAR clause provides clear guidance for conflicts over disputed terms and conditions. For negotiated procurements, the relevant FAR clause is 52.215-8, which states: “Any inconsistency in this solicitation shall be resolved by giving precedence in the following order: (a) The Schedule (excluding the specifications). (b) Representations and other instructions. (c) Contract clauses. (d) Other documents, exhibits, and attachments. (e) The specifications.”

Contra proferentem and the duty to seek clarification Common law precedent developed a policy to encourage the drafter of the contract to do a good job—confusing or inconsistent portions are interpreted against the drafter. In this way, sloppy contract writers are punished by their own mistakes. As the Restatement (Second) of Contracts, section 206 puts it, “that meaning is generally preferred which operates against the party who supplies the words.” The legal concept is called contra proferentem, which is Latin for “against the drafter.” This doctrine holds the drafter accountable for errors, as long as the interpretation of the non-drafting party is reasonable. See Oenga v. United States, 96 Fed. Cl. 479 (2010). There is a catch to contra proferentem; the non-drafting party does not get the advantage in all cases. Contra

proferentem will not be applied if the non-drafting party did not seek clarifica-tion or explanation for an ambiguity or inconsistency which it was or should have been aware. See Nielsen-Dillingham Builders, J.V. v. United States, 43 Fed. Cl. 5 (1999). Again, this is a rule of interpretation that encourages the parties to act on that which they control. Just as contra proferentem urges the drafting party to write a clearly-written contract, this policy requires the non-drafting party to perform due diligence. The non-drafting party must read the contract and query any confusing or inconsistent terms. Otherwise, the non-drafting party may

waive its right to benefit from contra proferentem. This rule of interpretation is known as the “duty to seek clarifi-cation.”

Continued on page 10


33rd Annual Government Contract Management

Symposium 2014

Washington Marriott Wardman Park | Washington, DC

November 3 – 4, 2014

Building the Contract Management Structure for Continued Business Growth

Join NCMA for the 33rd Annual Government Contract Management Symposium (GCMS) that is being held at Wash-ington Marriott Wardman Park in Washington, DC, on November 3–4, 2014. We invite you to look at what this year's event has to offer and to be a part of building the contract management structure for continued business growth.

REGISTRATION is OPEN! Advance (On or before September 29, 2014)

$685 NCMA Member $835 Nonmember

Regular (September 29—October 27, 2014) $785 NCMA Member

$935 Nonmember

Attendees will learn about and discuss: New and potential acquisition improvement legislation, as well as discussions on Capitol Hill; Working through continued budget constraints and program uncertainty; Best value techniques (including when lowest priced technically acceptable is most applicable); Managing through a changing workforce and culture; Learning what acquisition will look like in the future; and much more!

http://news.ncmahq.org/link.cfm?r=54326711&sid=49269382&m=5931695&u=NCMA&j=21084499&s=http://www.ncmahq.org/GCMS14Conference.cfm?ItemNumber=19017


Collaborative contracting The rules of contract interpretation discussed above share an important similarity. They encourage everyone to write and negotiate contracts in a careful and collaborative manner. Contracts are meant to represent a “meeting of the minds” between the signing parties. There should be meaningful discussions while developing contracts and both parties should be comfortable and familiar with the final product. Discover and resolve disputes, mistakes, and inconsistencies as early as possible to avoid future problems. CHRISTOPH MLINARCHIK, JD, is an attorney, published author, and frequent speaker on contract law and federal acqui-sitions. He is a Senior Contract Specialist at the Department of Defense, and previously served as a U.S. Air Force Judge Advocate General visiting attorney, a policy analyst for Air Force Space Command, and a contract manager for several major space-based weapons systems programs. He was a recipient of NCMA’s “Top Professionals Under 40” award in 2013. Send comments to [email protected]. NOTE: Mr. Mlinarchik will be the dinner speaker at the NCMA NOVA Chapter on October 6, 2014, 6:00-8:30pm. He will be speaking on the topic: “The Secrets of Superstar Contracting Professionals.” Contact the NOVA Chapter at [email protected] for more information.

90 Seconds

“5 Tips for New Team Leaders” written by Jeanne DeWitt is one of seven most popular articles

read in the last 7 days at the Harvard Business Review website. They are:

1. Over-communicate.

2. Ask questions.

3. Figure out what people really want to do.

4. Get your hands dirty.

5. Be decisive What tips would add to this list? You can read the short article at: http://blogs.hbr.org/2014/09/5-tips-for-new-team-leaders/ Source: Harvard Business Review. (2014, September). Retrieved from http://hbr.org


Join us for a live, interactive webinar that you can participate in from your office on

October 8th and/or October 22nd

Subcontract Flowdowns: Best Practices and Emerging Issues Program Code: 170104 Seminar Date: Wednesday, October 8, 2014 Start Time: 12:00 PM EST Registration fee: $189.00 This session will cover the basics of Federal Acquisition Regulation flow-downs from both the prime contractor and subcontractor perspectives, and will explore emerging subcontract administration and flow-down issues.

Gearing Up: Getting Ready for the Contractor Purchasing System Review (CPSR) Program Code: 170105 Seminar Date: Wednesday, October 22, 2014 Start Time: 12:00 PM EST Registration fee: $189.00 Contractor purchasing system reviews (CPSRs) have long been a mainstay of U.S. federal government contract compliance; however, while the basic requirements have not significantly changed over time, the government has recently adopted a more stringent and inflexible view of these requirements. Part 1 of this two-part series covers fundamental concepts, such as: The purpose and objectives of a CPSR, Key procurement compliance requirements (and why these are important), and How to assess and improve your company’s CPSR readiness.

More information including registration is at www.ncmahq.org


The National Contract Management Association (NCMA) is pleased to announce the members of the 2014–2015 Contract Management Leadership Development Program (CMDLP). Twenty individuals were selected to participate in this prestigious program. Participants represent those in government and industry as well as NCMA chapters from all over the country.

The Contract Management Leadership Development Program (CMLDP) is designed to help develop the next generation of contract manage-ment leaders through an intensive yearlong educational experience. The program's emphasis is on building leadership skills that will benefit the contract management Profession. Program participants will receive 180 hours of top-quality education in fundamental leadership, association volunteerism, NCMA governance, and contract management. The pro-gram is quite relevant to contract management professionals regardless of their employer, location, or industry.

The CMLDP was created to quickly close the gap in leadership progression by accelerating the preparation of a se-lect group of contract management professionals. Candidates will have demonstrated a level of commitment to their professional development unmatched in the field and, as a result, will carry with them a unique, meaningful credential that will open doors to new challenges and professional opportunities.

Name Chapter Organization

Bran Baker, CFCM NOVA Department of the Interior - Acquisition Services Directorate

Barbara Biederman, CPCM, CFCM, CCCM Greater Iowa Telligen

Jeffrey Byrns Research Triangle Park General Dynamics - AIS

Rena Clark Pentagon Panum Group, LLC

Chendra Conklin, CPCM, CFCM Denver Dept. of Agriculture - Forest Service

C. James DeLaet, CFCM Tysons Corner Distributed Solutions Incorporated

Brianna Durkin Virtual Chapter Battelle

Jonathan Ewashko, CFCM Pinelands Lockheed Martin

Stacy Fante Bluegrass Humana Government Business Healthcare Services

Ronald Grant Virtual Chapter General Dynamics - AIS

Christopher Gross Chicagoland Northrop Grumman

Michael Klein Picatinny Department of Defense

Raymond McCollum Washington, D.C. General Services Administration

Amanda O'Sullivan, CFCM Pentagon BAE Systems

Ashley Poli Denver HDR, Inc.

David Poppe, CFCM Suncoast United States Air Force

Lynn Sims Pentagon Housing & Urban Development

Amit Tyagi, CFCM Virtual Chapter The Bank of New York Mellon

Rachita Varma-Jain Tysons Corner Cubic Applications, Inc.

Mark Wisniewski, CFCM Washington, D.C. Internal Revenue Service


https://www.facebook.com/groups/NCMAPentagon/

http://www.govloop.com/group/ncmapentagonchapter

http://www.linkedin.com/pub/ncma-pentagon/23/a6/94a


The NCMA Pentagon Chapter newsletter is published monthly for the benefit of it members.

The newsletter is designed by Cynthia Hopson, Vice President of Communication, and Chapter Newsletter Editor.

Chapter Officers & Committee Chairs

Chapter Directory

Officers

Title

Telephone

E-mail

Angela Hughes President 504-920-5242 [email protected]

Michael Kline President-elect 571-277-9409 [email protected] or

[email protected]

Khia Baylor-Davis Treasurer 240-462-0405 [email protected]

Rena Clark Treasurer-elect 202-255-6502 [email protected]

Declan Jarry Secretary 301-787-4261 [email protected]

Jim Colachis Secretary-elect 213-926-7726 [email protected]

Committee Chairs

Title

Telephone

E-mail

Julie Karmazin VP of Programs 703-472-4278 [email protected]

James Mitchell VP of Education 571-499-2310 [email protected]

Lisa Grant Tillman VP of Membership 540-478-2008 [email protected]

Cynthia Hopson VP of Communications 703-203-3136 [email protected]

Kowanna Parran VP of Technology [email protected]

Keisha Simmons Grants Chair 718-781-6589 [email protected]

Leigh Gillette Fellows Chair 703-868-2285 [email protected] or

[email protected]

Lynn Sims Scholarship Chair 540-498-1768 [email protected]

Lindsey Rapp University Outreach Chair 573-450-9422 [email protected]

Wanda Wright Awards Chair 856-904-8837 [email protected]

Yolanda Smith Elections Chair 202-343-3218

202-591-5225 [email protected]

Tashona Beale Employment Chair [email protected]

president’s corner - ncmahq.orgresources.ncmahq.org/chapters/pentagon/news letters/ncma...

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