**STATEMENT OF RESPONSIBILITIES**

**Contracting Officer's Technical Representative (COTR)**

As a technical representative of the Contracting Officer (CO), the COTR
is responsible for administration of the contract/task order and for
assuring compliance by the contractor with the requirements of the
contract/task order.

***PROHIBITED ACTIONS***

The COTR is not authorized to: enter into formal contracts/task orders
and contract/task order modifications; make contractual commitments;
terminate, partially or fully, for convenience or default; issue a
Contracting Officer=s Decision on a claim in accordance with the
Contract Disputes Act; or otherwise bind, commit, or obligate the
Government contractually. COTR=s are strictly prohibited from making
informal commitments such as the following:

-   Encouraging a contractor to incur costs prior to receiving a
    contract/task order or an executed contract/task order modification
    for additional work;

-   Encouraging, requesting, or requiring a contractor to make changes
    or take any action beyond the requirements of the contract/task
    order without an executed contract/task order modification;

-   Encouraging a contractor to incur costs under a cost reimbursable
    contract/task order in excess of those costs contractually
    allowable; and

-   Committing the Government to a course of action with regard to a
    potential contract/task order change, claim, or dispute.

***COTR RESPONSIBILITIES (GENERAL)***

The COTR=s responsibilities shall include the following:

-   Monitoring contractor performance (see Part I below).

-   Ensuring that the contractor receives all items required in the
    contract/task order to be furnished by the Government.

-   Approving replacement of key personnel in accordance with the
    contract/task order.

-   Understanding the FAR and TAR clauses that relate to your
    contract/task order.

-   Notifying the CO when you are unable to perform the functions of the
    COTR.

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-   Providing recommendations to the CO for disposition of all property
    generated under the contract/task order.

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-   Receiving all deliverables required by the contract/task order.
    These should be reviewed by you and a recommendation made to the CO
    to either approve or disapprove them. Note that the CO must sign any
    documents that approve or reject deliverables.

-   Initiating modifications for changes in time, money, or work (see
    part III below).

-   Processing invoices (see part II below).

-   Furnishing to the CO copies of trip reports, conference reports, and
    correspondence sent to the contractor (see part VI below).

-   Monitoring funding and costs (see part IV below).

-   Notifying the CO [in writing]{.underline} upon satisfactory
    completion of the work under the contract/task order and [make
    appropriate recommendations as to acceptance]{.underline}.

***COTR RESPONSIBILITIES (SPECIFIC)***

**I. MONITORING CONTRACTOR PERFORMANCE**

> A. Make sure contractor complies with technical aspects of the
> contract.
>
> B. Maintain close surveillance of contract progress and notify the CO
> promptly when technical difficulties arise which may impede
> satisfactory completion of the contract. Surveillance includes
> receiving and reviewing progress reports from the contractor (if
> required by the contract/task order) and conducting periodic reviews
> to determine compliance with contract/task order requirements.
>
> C. Hold any necessary discussions with the contractor to ensure that
> the work is being carried out in accordance with the contract/task
> order requirements. Assist the contractor in interpreting technical
> phases of the contract/task order, including applicable
> specifications, within the limitations of the COTR=s written
> authority. Differences of opinion shall be referred to the CO for
> resolution.
>
> D. Receive, review, and approve or disapprove contractor=s work plans
> and schedules in accordance with the terms of the contract/task order.

**II. APPROVING INVOICES/PROGRESS PAYMENTS**

> **A. Receipt** - Invoices should be marked with the date they are
> received in FHWA. The prompt payment clauses require the Government to
> make payment on firm-fixed-price invoices within 30 days. This time
> period is measured from the day the invoice is received at FHWA. If
> the receiving date is not noted on the invoice, then the 30-day time
> period begins on the date on the invoice. If there is a significant
> time difference between the date on the invoice and the date received,
> you should retain the postmarked envelope to show when it was mailed.
> After receipt you have seven days to review and either approve the
> invoice or notify the contractor of unacceptable work or improper
> invoice.
>
> **B. Review** - Review each invoice to ensure that the charges are
> allocable, allowable, and reasonable. In other words, were the hours
> charged really spent on this project? Was the billed work part of the
> contract/task order? Does it seem like the right amount of time for
> what was accomplished? If you feel you need additional information to
> make this determination, you have the right to ask the contractor for
> it. You can also specify the format of the invoice as long as it
> complies with the appropriate FAR 52.232 clause and is reasonable.
> Note that only work authorized by the contract/task order or executed
> modifications can be claimed. If modifications are being processed for
> additional work that additional work cannot be invoiced until the
> modification is awarded.
>
> **1. Firm-fixed Price Contracts/Task Orders**
>
> For firm-fixed-price contracts/task orders, the invoices may be based
> on milestones in the contract/task order if cost was related to these
> milestones, or based on an estimate of the percentage of work
> completed. As COTR, you must agree with the basis used or only approve
> a lesser amount and state your basis.
>
> **2. Cost Reimbursement Contracts/Task Orders**
>
> For cost reimbursement contracts/task orders, the minimum requirement
> for data that a contractor supplies with an invoice, should be: (1) to
> have a breakdown of each person that worked on the contract/task order
> during the invoice period with his or her hours and salary rate; (2) a
> listing of travel expenditures detailed enough for comparison to
> Government rates; (3) the overhead rate used which should be verified
> as identical to the rate in the contract/task order; (4) other direct
> costs which are itemized; and (5) the amount of fixed-fee claimed
> which should be a prorated amount of the total fixed fee based on a
> ratio of the invoice costs to the total ceiling amount (excluding the
> fixed fee).
>
> Although the Prime=s invoice may show subcontractors as a single line
> item, there should be an attachment from the subcontractor with the
> same type of breakdown. This data should be reviewed to make sure all
> time and costs are allocable, allowable, and reasonable.
>
> Other things that can be done to ensure proper billing are: (1) visit
> the contractor=s office and talk to the people listed on the invoice
> to see if they have knowledge about the project to a degree that
> relates to the number of hours they have charged; and (2) ask for
> copies of actual payroll sheets and compare them to invoiced hours.
> The total amount invoiced to date must be monitored and compared to
> the work done. If the work will not be completed within the available
> funds, you must request a modification and explain why the cost is
> overrunning and if the fixed fee should be adjusted. This must be done
> in sufficient time to acquire additional funding and processing of the
> modification.
>
> **3. Time-and-Materials or Labor-Hour Contracts/Task Orders**
>
> For time-and-materials or labor-hour contracts/task orders you should
> be familiar with FAR clause 52.232-7 which requires the contractor to
> substantiate his vouchers with copies of payroll sheets and other
> documentation as you determine necessary. You should verify that the
> labor categories and rates and hours charged are correct. The last
> item must be verified by some formal process that you initiate. One
> option is to require the personnel to fill out weekly time sheets. You
> would initial the original and receive a copy which you would compare
> against the invoice.
>
> **C. Retainage** - For firm-fixed-price type contracts/task orders,
> you may retain 10 percent of the payment if the contractor is not
> progressing satisfactorily (see applicable FAR 52.232 clause). If work
> covered by the invoice has not been done, do not approve for payment.
> You may retain the last 15 percent (but not more than \$100,000) of
> the fixed fee on Cost Reimbursement contracts/task orders (FAR clause
> 52.216-8). You must retain 5 percent (but no more than \$50,000) of
> the hourly rates due under time-and-materials or labor-hour
> contracts/task orders (FAR clause 52.232-7(a)(2)). Any planned
> retainage should be discussed with the CO before it is withheld.
>
> **D. Approval** - After review, invoices should be marked "Approved
> for payment by COTR," signed, and dated. You can only approve
> firm-fixed price, labor-hour, and time-and-materials contract/task
> order invoices. **On cost reimbursement type contracts/task orders the
> invoice should be marked "Recommended for payment," signed, dated, and
> sent to the CO for approval (TAM 1242.7004-1(5)).**
>
> If the amount approved is different from the invoiced amount, the
> difference must be discussed with the contractor and documented by
> writing a letter to the contractor or obtaining a revised invoice. The
> contractor [must]{.underline} be informed of the difference prior to
> the invoice being sent to Finance for payment. When you are authorized
> to approve an invoice, send the original to Finance with a copy to the
> Contract/task order File.
>
> **E. Final Invoices** - **Final invoices must be approved by the CO
> after COTR review and recommendation for approval.** Before, or
> coinciding with, submission of a final invoice, you must prepare a
> letter to the contractor requiring them to complete a final voucher,
> the *SF 1034, Public Voucher for Purchases and Services Other Than
> Personal*, and a release of claims. The signed final invoice and
> release should be forwarded to the CO for approval.

**III. PREPARING BACK-UP FOR MODIFICATIONS**

> If you should determine that a modification is necessary to do
> additional work within the limits of the Statement of Work, increase
> the ceiling amount of a cost reimbursement or labor-hour/time and
> materials contract/task order, or for any other allowable purpose you
> need to prepare the following:
>
> **A. An Independent Government Estimate (IGE)** of what you think the
> work will cost (prepared independently from item C below). The FAR
> says this estimate should be prepared as if the Government were
> bidding for the work and should be broken down by number of hours for
> each category of worker for each task.
>
> **B. A Procurement Request (PR)** to cover the IGE amount and
> attachments including: (1) the IGE; (2) a narrative of what part of
> the contract/task order or Statement of Work is being changed (and why
> it was not included in the original contract/task order); (3) a
> schedule to complete the new work (if contract/task order time
> extension is needed); and (4) an explanation of what precipitated the
> need for this change (justification).
>
> **C. A letter from the contractor** listing the work needed and
> proposing a price.
>
> Your authority does [not]{.underline} allow you to direct the
> contractor to do the work and then process a modification. You must
> get the modification awarded first. Any work the contractor performs
> prior to award is done at their risk of not getting reimbursed should
> the modification not be awarded.
>
> Realize that modifications require time to process and allow for that
> time.

**IV. MONITORING CONTRACT/TASK ORDER OBLIGATIONS AND FUNDS**

> As COTR you must know the payment features of the contract/task order.
> What is the ceiling or maximum amount that can be paid under the
> contract/task order? How much can be withheld to assure completion and
> performance of the contract/task order? What basis is used to approve
> invoices? You should keep a chart of all payments made in each
> category of the contract/task order and show how much is allowed for
> each category. You should also keep track of all modifications and
> their effect on the contract/task order dollar limitations. These
> tables have no specific format and generally need to be tailored to
> the specific contract/task order at hand.
>
> For cost reimbursement contracts/task orders, FAR clause 52.232-20,
> Limitation of Cost, requires the contractor to notify the Government
> when 75 percent of the contract/task order ceiling amount has been
> expended. At that time, a review must be made to determine if the work
> can be completed within the authorized ceiling, or if additional
> funding is needed, or if the contract/task order should be terminated.
>
> For cost reimbursement, time-and-materials, and labor-hour
> contracts/task orders you should maintain a feeling for how much of
> the work has been done versus the money that has been paid. This
> should be compared to the total work yet to be done and the ceiling
> contract/task order amount. This comparison is necessary to monitor
> the performance of the contract/task order, i.e., are the hours/costs
> completed to date in line with original estimate? If hours/costs are
> exceeding original estimates, is there justification for the
> additional effort? If so, the final cost should be reevaluated and if
> an increase is necessary a modification should be requested. If there
> is no justification, you should notify the CO and schedule a meeting
> with the contractor to discuss progress of the

contract/task order.

> If your contract/task order has a small business subcontracting plan
> or, if during negotiations it was agreed that a certain amount of the
> work to be subcontracted to small, small disadvantaged, HUBZone small,
> or women-owned small businesses, you must ensure this is carried out.
> If the SF 294 and SF 295 are required, you should make sure the
> contractor submits them, review them to assure that the contractor is
> following the small business subcontracting plan, and then forward a
> copy to Headquarters (HFL-1), Director of Acquisition and Operations.
> The original should be sent to the CO.

**V. STANDARDS OF CONDUCT AND CONFLICT OF INTEREST**

> It is very important to avoid improper business practices and personal
> conflicts of interest or even the appearance of them. (FAR) 48 CFR
> Part 3 and (TAR) 48 CFR Part 1203/TAM Chapter 1203, Improper Business
> Practices and Personal Conflict of Interest, provides guidance to
> avoid improper business practices, personal conflicts of interest and
> to deal with their apparent or actual occurrences. The Contracts
> Section provided copies of these Parts to all COTRs. Please be sure
> you are familiar with the content and should you have any questions
> about this matter, it is imperative that you contact the CO or WFLHD
> Legal Counsel at once.

**VI. CONTRACT/TASK ORDER FILE CONTENT AND MAINTENANCE**

> The COTR=s file is of particular importance, for the documentation of
> your interaction with the contractor may be used in the event of
> litigation. In addition, an organized file facilitates an easy
> transition from one COTR to another if reassignment becomes necessary.
> The file should contain separate folders or tabbed sections and
> organized similar to the following:

-   File folder/tab 1 - The Contract Instrument (i.e., contract
    modification, task orders, delivery orders, and the contractor=s
    proposals applicable to these documents.

-   File folder/tab 2 - The COTR=s delegation memorandum, and all
    correspondence between the contractor and the contracting officer,
    filed in chronological order.

-   File folder/tab 3 - A copy of the contractor=s invoices/vouchers and
    any correspondence pertaining to the payments.

-   File folder/tab 4 - The COTR=s trip reports and written memoranda to
    th file on telephone conversations or other meetings with the
    contractor.

-   File folder/tab 5 - A copy of the contractor=s progress reports and
    other contact deliverables, and all correspondence pertaining to
    these documents.

> The official contract/task order file shall be maintained **by the
> Acquisition Team, Negotiated procurement Section.** As COTR you must
> provide copies to the file of all invoices, progress reports,
> correspondence, and any other documentation related to the
> contract/task order operation and performance. Any duty you officially
> perform must be documented and the document sent to the official file.

**VII. EVALUATING CONTRACTOR PERFORMANCE**

> An evaluation form must accompany or precede the final invoice being
> sent to the CO for approval. For A/E work, form SF-1421 must be used.
> For other contracts/task orders, contact the Acquisition Team for the
> current evaluation form. The appropriate form should also be completed
> any time there is a new COTR. Interim performance evaluations may be
> made at the discretion of the COTR.