United States Department of the Interior

OFFICE OF THE SECRETARY

Washington, D.C. 20240

# FEB 2 2001 

Memorandum

TO: Timothy Elliott

> Acting Deputy Solicitor

FROM: Debra E. Sonderman, Director,

> Office of Acquisition and Property Management

SUBJECT: **PROPOSED DEPARTMENTWIDE STANDARDIZATION OF LEGAL REVIEW
PROCESS FOR PROCUREMENT ACTIONS**

For over twenty years, each Department of the Interior (DOI) head of
contracting activity has coordinated with the Associate Solicitor for
General Law in determining on a bureau-by-bureau basis, the types of
contract actions to be reviewed by the Office of the Solicitor, and to
establish bureau specific procedures for such reviews. (The types of
contract actions to be reviewed in accordance with the individual
agreements were *in addition to* the standard requirements for legal
review or concurrence specified in the Federal Acquisition Regulation
and its DOI supplement, the Department of the Interior Acquisition
Regulation (DIAR).)

Since 1997, the Bureau of Reclamation, U.S. Fish and Wildlife Service,
and other bureaus have requested that the various legal review
thresholds be standardized Departmentwide, and raised based on improved
independent transaction review processes within DOI contracting offices
and significant changes to the Federal acquisition process resulting
from enactment and implementation of the Federal Acquisition
Streamlining Act of 1994, Clinger-Cohen Act, and other statutes e.g.,
raising the simplified acquisition threshold from \$25,000 to \$100,000;
use of simplified acquisition procedures for commercial transactions up
to \$5 million.

The request for standardized review procedures and raised legal review
thresholds has since been unanimously adopted by the DOI Acquisition
Managers\' Partnership (AMP) and is supported by the Office of
Acquisition and Property Management. Representatives from the Office of
the Solicitor have also been receptive to the proposal.

A copy of the proposed Departmentwide legal review policy for
acquisition and acquisition- related transactions is attached for your
review and consideration. Your support for the proposal is requested, as
it is the DOI acquisition community\'s belief that standardized legal
review procedures would streamline processes within DOI and bring them
in line with the practices of other Federal agencies.

The proposed higher dollar thresholds for legal review are based on AMP
recommendations and Interior Procurement Data System (IPDS) research by
this office to ensure that a representative sampling of bureau contract
actions receive appropriate legal review. Because it awards fewer,
higher dollar contract actions, the Office of Surface Mining\'s legal
review threshold will be lower than that of other DOI bureaus under the
proposed legal review standards. (This is to ensure that no less than 15
percent of its contract actions receive legal review.) In addition, the
standards will not apply to contract actions awarded by the
newly-created contracting activity within the Office of the Special
Trustee for American Indians (OST). Presently, the supporting
Solicitor\'s Office reviews all of OST\'s procurement actions over
\$100,000 prior to solicitation and contract award, and during the
contract administration phase.

I, representatives of my staff and members of the Acquisition Managers\'
Partnership would be happy to discuss this request and answer any
questions that you may have. Please contact me on 208-6352 if you wish
to discuss the proposal.

Attachment

Office of the Solicitor Concurrence with Proposal (Please check one)

[X]{.underline} Concur Do not concur

/s/

Timothy Elliott

Acting Deputy Solicitor [5/12/01]{.underline}

Date

DEPARTMENTWIDE LEGAL REVIEW POLICY

FOR ACQUISITION AND ACQUISITION-RELATED

## TRANSACTIONS 

The following acquisition and acquisition-related transactions will be
submitted by Department of the Interior bureaus and offices for
**prior** legal review, advice, and/or concurrence to their local Office
of the Solicitor. Matters relating to the legal reviews that cannot be
resolved by the contracting officer and the attorney-advisor must be
submitted for resolution to the bureau/office Head of Contracting
Activity and the Associate Solicitor, Division of General Law. To the
extent practicable, actions requiring legal review and resulting legal
approvals, advice and findings, will be transmitted and provided in an
electronic format.

Unless an expedited review has been requested by the contracting officer
or the reviewing attorney advises the contracting officer that a time
extension is necessary, the local Office of the Solicitor will perform
the review of the actions identified in items 1 through 6, below, within
seven (7) working days after receipt by the Solicitor\'s Office:

1\. All proposed solicitations in excess of\$500,000 (non-commercial
items)/\$2 million (commercial items). (As applicable to the:( I) Office
of Surface Mining: all proposed solicitations in excess of \$300,000
(non-commercial items)/\$2 million (commercial items); (2) Office of the
Special Trustee for American Indians: all proposed solicitations in
excess of \$100,000 (non-commercial *and* commercial items.))

2\. All proposed negotiated contractual documents prior to award on
acquisitions in excess of \$500,000 (\$100,000 if oral presentations
will be used). (As applicable to the:(l) Office of Surface Mining: all
proposed negotiated contractual documents prior to award on acquisitions
in excess of \$300,000 (\$100,000 if oral presentations will be used);
(2) Office of the Special Trustee for American Indians: all proposed
negotiated contractual documents prior to award on acquisitions in
excess of \$100,000 regardless of whether oral presentations will be
used.)

The documents submitted for review should include but are not limited
to: (a) the technical and price negotiation memoranda; (b) proposal of
the apparent successful offeror; (c) any audits or waivers of audit; (d)
the Government estimate for work performance; and (e) proposed contract.

3\. All proposed modifications in excess of \$500,000. (As applicable to
the: (1) Office of Surface Mining: all proposed modifications in excess
of \$300,000; (2) Office of the Special Trustee for American Indians:
all proposed modifications in excess of \$100,000.)

The documents submitted for review should include but not be limited to:
(a) the proposed modification; (b) contractor\'s proposal for modified
work; (c) the Government estimate for performing the modified work; (d)
negotiation memorandum; (e) all justifications for entering into the
modification; and (f) any audits or waiver of audits.

4\. All proposed modifications in excess of \$500,000, when the
cumulative total of all modifications exceeds 30% of the original
contract price. (As applicable to the: (1) Office of Surface Mining: all
proposed modifications in excess of \$300,000, when the cumulative total
of all modifications exceeds 30% of the original contract price; (2)
Office of the Special Trustee for American Indians: all proposed
modifications in excess of \$100,000, when the cumulative total of all
modifications exceeds 30% of the original contract price.)

5\. Any proposed modification which, in the opinion of the contracting
officer, is not within the scope of the contract.

6\. All acquisitions in excess of \$500,000 proposed for award under
other than full and open competition. (As applicable to the: (1) Office
of Surface Mining: all acquisitions in excess of \$300,000 proposed for
award under other than full and open competition; (2) Office of the
Special Trustee for American Indians: all acquisitions in excess of
\$100,000 proposed for award under other than full and open
competition.)

The documents submitted for review should include but not be limited to:
(a) technical

and price memoranda; (b) proposed contractor\'s proposal; (c) any audits
or waivers of audit; (d) the Government estimate for work performance;
and (e) the proposed contract. Legal review shall take place prior to
review and certification by the bureau competition advocate.

The following items shall also be submitted for **prior** legal review,
advice, and/or concurrence within a time period consistent with the
facts and complexity of the transaction under review. Expedited review
may be requested by the contracting officer.

7\. All proposed legal services solicitation and award documents.

8\. All proposed correspondence with the General Accounting Office (GAO)
and the Department of Justice involving legal issues or questions
related to acquisition or acquisition policy.

9\. All proposed show cause and cure notices, in addition to
Terminations for Default, or Terminations for Convenience of the
Government, as required by FAR Part 49 and DIAR 1449.

10\. Suspected cases of procurement fraud or criminal violation.

11\. All proposed Economy Act determinations and Inter/Intra-agency
Agreements over \$500,000. (As applicable *to* the: (1) Office of
Surface Mining: all proposed Economy Act determinations and
Inter/Intra-agency Agreements over \$300,000; (2) Office of the Special
Trustee for American Indians: all proposed Economy Act determinations
and Inter/Intra-agency Agreements over \$100,000.)

12\. Requests for ratification of unauthorized commitments over the
micropurchase threshold and any nonratifiable commitments regardless of
transaction dollar amount.

13\. All proposed notices and instruments of assignment, reassignment
and assignment releases.

14\. All proposed determinations of bidder nonresponsiveness including
all correspondence and the affected bid(s) when award is anticipated to
be made to other than the low bidder.

15\. All proposed Appeals and Rule 4 files (Appeal Files) prior to
forwarding to the Board of Contract Appeals.

16\. All proposed lease agreements for office buildings, warehouses, and
like facilities over \$10 million.

17\. **All** proposed non-routine written communication involving issues
related to an appearance of an organizational conflict of interest.

18\. All acquisition or acquisition-related actions not identified
above, expressly requiring legal review, advice and/or concurrence
pursuant to statute, the Federal Acquisition Regulation, Department of
the Interior Acquisition Regulation, Departmental Manual or Executive
policy. (See Appendices 1 and 2 for legal counsel, advice, and/or
concurrence requirements as stated in the Federal Acquisition Regulation
and the Department of the Interior Acquisition Regulation.)

In addition, the above requirements for prior legal review do not affect
the right and responsibility of contracting officials to submit other
actions for legal review or to consult with representatives from the
Office of the Solicitor on any acquisition transaction regardless of its
amount or type, when they deem such review or advice desirable.

Each bureau/office may establish a supplementary legal review policy
below the thresholds identified above, with the agreement of the
appropriate local Office of the Solicitor to ensure that a reasonable
sampling of contracts is reviewed. This option may also be invoked for a
bureau/office by the Office of Acquisition and Property Management,
Office of the Solicitor, or bureau/office management based upon
compliance review findings, identification of high risk areas, or as
part of a corrective action plan.

Attachments

### Appendix 1 

NOTE: The following listings of Federal Acquisition Regulation and
Department of the Interior Acquisition Regulation Requirements/Guidance
Regarding Legal Counsel/Legal Advice and/or Concurrence include all FAR
legal review requirements in effect up to and including Federal
Acquisition Circular (FAC 97-17). The listings are subject to change
without notice based upon FAR and/or DIAR changes. Contracting officials
are ultimately responsible for ensuring that they obtain legal review,
advice and/or concurrence for acquisition and acquisition-related
transactions based on the most current requirements of the Federal
Acquisition Regulation, Department of the Interior Acquisition
Regulation, Departmental Manual or Executive policy.

**Federal Acquisition Regulation Citations Where Legal Counsel/Legal
Advice and/or Concurrence are Required or Recommended**

**\[Current as of FAC 97-17\]**

**[FAR Citation]{.underline} [Subject ]{.underline}**

1.602-3(c) (5) **Ratification of Unauthorized Commitments and
Nonratifiable**

and (d) **Commitments.** Legal concurrence/advice warranted. (See also
DIAR 1401.602-3(c)(5) and (d) for applicable dollar thresholds.)

Part 3 **Improper Business Practices and Personal Conflicts of
Interest.** (See DIAR 1403.204(b), 1403.303(t)(1), 1403.409(b)(4), and
1403.705(d))

7.104(a) **Acquisition Planning.** General Procedures. As applicable,
seek participation from legal representatives in acquisition planning
process. (No dollar thresholds referenced)

Part 9 **Contractor Qualifications.** Debarment and Suspension. (See
**DIAR** 1409.406-3(a) and 1409.407-3(a))

12.404(a)(3) **Acquisition of Commercial Items.**
Warranties-Consultation with legal counsel prior to asserting any claim
for a breach of an implied warranty. (No dollar thresholds referenced)

Part 14 **Sealed Bidding:**

14.407-3(f) Other Mistakes Disclosed Before A ward- Proposed
determinations shall have the concurrence of legal counsel (No dollar
thresholds referenced) (Also covered in DIAR 1414.406-3(c))

14.407-4(d) Mistakes After Award-Proposed determinations shall be
coordinated with legal counsel. (No dollar thresholds referenced) (Also
coved in DIAR l414.406-4(d))

**[FAR Citation]{.underline} [Subject ]{.underline}**

15.303(b)(1) **Contracting by Negotiation.** Source Selection.
Responsibilities. As applicable, seek participation from legal
representatives in forming source selection evaluation teams.

17.504(d)(3) **Special Contracting Methods.** Economy Act - Ordering
Procedures- responsibility for legal compliance (No dollar thresholds
referenced in FAR, but Departmentwide threshold is established in
revised Departmentwide legal review requirements and in DIAR 17.502(a)
for legal review of Economy Act actions over \$500,000 (over \$300,000
for the Office of Surface Mining, and \$100,000 for the Office of
Special Trustee for American Indians)).

Part 27 **Patents, Data, and Copyrights:**

27.208(g) Patents, Data, and Copyrights-Use of Patented Technology Under
NAFTA When questions arise regarding the notice requirements or other
matters relating to this section, the CO should consult with legal
counsel.

27.209(b) Patents, Data and Copyrights-Use of Patented Technology Under
GATT-The CO should consult with legal counsel regarding questions under
this section. (No dollar thresholds referenced)

> (See also DIAR 1427.205(a), Adjustment of Royalties, and DIAR 1427.3,
> Patent Rights Under Government Contracts.)

Part 28 **Bonds and Insurance:**

28.203(f) Acceptability of Individual Sureties-CO\'s shall obtain the
opinion of legal counsel as to the adequacy of the documents pledging
the assets prior to accepting the bid guarantee and payment and
performance bonds (No dollar thresholds referenced)

28.203-1 (b)(1)(i) Surety Interests by an Individual Surety-CO\'s shall
send written demand for withdrawal to financial institution after
obtaining concurrence of legal counsel. (No dollar thresholds
referenced)

28.203-4 Substitution of Assets-CO may agree to substitution of assets
after consultation with legal counsel (No dollar thresholds referenced)

28.203-5(a) Release of Lien- CO shall release the security interest on
the individual\'s surety\'s assets after consulting with legal counsel
(No dollar thresholds referenced)

**[FAR Citation]{.underline} [Subject]{.underline}**

Part 29 **Taxes:**

#### 29.101(a) Resolving Tax Problems-When tax questions arise, CO\'s should request assistance from the agency-designated legal counsel (No dollar thresholds referenced) 

29.302(a) Application of State and Local Taxes to the Government-Whether
any specific purchase or lease is immune from State and local taxation
is a legal question requiring advice and assistance of the
agency-designated counsel. (No dollar thresholds referenced)

29.303(a) Application of State and Local Taxes to Government Contractors
and Subcontractors-Before any activity contends that a contractor is an
agent of the Government, the matter shall be referred to the agency head
for review. The referral shall include all pertinent data on which the
contention is based, together with a thorough analysis of all relevant
legal precedents (No dollar thresholds referenced)

(See also DIAR 1429.3 Taxes - General tax problems/questions and

> questions regarding application of state and local taxes to Government
> contractors and subcontractors should be coordinated with the SOL.)

Part 32 **Contract Financing:**

32.503-14(c) Progress Payments Based on Costs-Protection of Government
Title-If the contractor fails to disclose an existing encumbrance in the
progress payment certification, the ACO should consult with legal
counsel concerning possible violation of 31 U.S.C. 3729, the False
Claims Act (No dollar thresholds referenced)

32.1009(c) Contract Financing-Title - If the contractor fails to
disclose an existing encumbrance in the certification, the CO should
consult with legal counsel concerning possible violation of 31 U.S.C.
3729, the False Claims Act (No dollar threshold referenced)

Part 33 **Protests, Disputes, and Appeals:**

33.102(a) Protests-CO\'s shall consider all protests and seek legal
advice, whether protests are submitted before or after award and whether
filed directly with the agency or the GAD (No dollar thresholds
referenced)

**[FAR Citation]{.underline} [Subject]{.underline}**

33.104(h)(6) Protests-Award of Costs - Before paying a recommended award
of costs, agency personnel should consult with legal counsel (No dollar
thresholds referenced)

33.205(a) Relationship of the Contract Disputes Act to Public Law 85-804
-In case of a question whether the CO has authority to settle or decide
specific types of claims, the CO should seek legal advice (No dollar
thresholds referenced)

33.205(b) Relationship of the Contract Disputes Act to Public Law
85-804 - Due to the complex legal issues likely to be associated with
allegations of legal entitlement, contracting officers shall make
written decisions, prepared with the advice and assistance of legal
counsel (No dollar thresholds referenced)

33.21 1 (a)(2) Disputes and Appeals. Contracting Officers Decision -
\"When a claim by or against a contractor cannot be satisfied or settled
by mutual agreement and a decision on the claim is necessary, the CO
shall\... secure assistance from legal and other advisors\" (No dollar
thresholds referenced)

> (See also DIAR 1433, Protests, Disputes, and Appeals: Coordination
> with SOL throughout these processes is required.)

36.608 **Construction and Architect-Engineer Contracts:** Liability for
Government Costs Resulting from Design Errors or Deficiencies - When a
modification to a construction contract is required because of an error
or deficiency in the services provided under an architect-engineer
contract, the CO (with the advice of technical persoIU1el and legal
counsel) shall consider the extent to which the A-E contractor may be
reasonably liable (No dollar thresholds referenced)

Part 37 **Service Contracting:**

#####  

37.103(a)(2)and(3) CO Responsibility. The CO shall determine whether the
proposed service is for a personal or nonpersonal services contract\...
in doubtful cases, obtain the review of legal counsel\... document the
file to include the opinion of legal counsel, if any (No dollar
thresholds referenced)

37.104(e) Personal Services Contracts. When specific statutory authority
for a personal service contract is cited, obtain the review and opinion
of legal counsel (No dollar thresholds referenced)

**[FAR Citation]{.underline} [Subject]{.underline}**

41.201(e) **Acquisition of Utility Services:** Prior to acquiring
utility services on a competitive basis, the contracting officer shall
determine, with the advice of legal counsel\... that such competition
would not be inconsistent with state law\... (No dollar thresholds
referenced)

Part 42 **Contract Administration:**

42.703-2(d) Contract Administration and Audit Services- Certificate of
Indirect Costs - False certification - The CO should consult with legal
counsel to determine appropriate action when a contractor certificate of
final indirect costs is thought to be false (No dollar thresholds
referenced)

42.902(b) Bankruptcy - Procedures- The CO shall consult with legal
counsel prior to taking any action regarding the contractor\'s
bankruptcy proceedings (No dollar thresholds referenced)

42.1203(f) Novation and Change of Name Agreements - Before novation and
change of name agreements are executed, the CO shall ensure that
Government counsel has reviewed them for legal sufficiency. (No dollar
thresholds referenced)

Part 49 **Termination of Contracts:**

49.105(b)(2) Termination of Contracts- Duties of Termination Contracting
Officer After Issuance of Notice of Termination - To expedite
settlement, the TCO may request advice on legal and contractual matters
(No dollar thresholds referenced)

49.402-7(b) Termination for Default - Other Damages - If the Government
has suffered any other ascertainable damages \... the CO shall, on the
basis of legal advice, take appropriate action as prescribed in Subpart
32.6 to assert the Government\'s demand for the damages (No dollar
thresholds referenced in the FAR but \$100,000 has been suggested)

> (See also DIAR 1449.111, Termination of Contracts - Review of Proposed
> Settlements. All proposed settlement agreements shall be reviewed by
> the SOL and approved at one level above the CO.)

**[FAR Citation]{.underline} [Subject]{.underline}**

Part 50 **Extraordinary Contractual Actions:**

50.102(c) Policy-Public Law 85-804 - Certain kinds of relief previously
available under the Act, e.g., recision or reformation for mutual
mistake, are now available under the Contract Disputes Act of 1978. FAR
Part 33 must be followed in preference to FAR Part 50 for such relief.
In case of doubt as to whether FAR Part 33 applies, the CO should seek
legal advice. (No dollar thresholds referenced.)

50.403-2(a) Action on Indemnification Requests- The CO, with assistance
from legal counsel \... shall review the indemnification request and
ascertain whether it contains all required information (No dollar
thresholds referenced)(See also DIAR 1450.306, Contract
Adjustments-Disposition, and DIAR 1450.403-2, Residual Powers-Action on
Indemnification Requests.)

### Appendix 2 

**NOTE:** The following listings of Federal Acquisition Regulation and
Department of the Interior Acquisition Regulation Requirements/Guidance
Regarding Legal Counsel/Legal Advice and/or Concurrence inc1ude all FAR
legal review requirements in effect up to and including Federal
Acquisition Circular (FAC 97-17). The listings are subject to change
without notice based upon FAR and/or DIAR changes. Contracting officials
are ultimately responsible for ensuring that they obtain legal review,
advice and/or concurrence for acquisition and acquisition-related
transactions based on the most current requirements of the Federal
Acquisition Regulation, Department of the Interior Acquisition
Regulation, Departmental Manual or Executive policy.

**Department of the Interior Acquisition Regulation (DIAR) Citations
Where Legal Counsel/Legal Advice and/or Concurrence by the Office of the
Solicitor (SOL) are Required or Recommended \[Current as of FAC
97-17\]**

**[DIAR Citation]{.underline} [Subject ]{.underline}**

1401.602-3(c) **Ratification of Unauthorized Commitments.** Legal
concurrence

and (d) is required prior to ratification of unauthorized commitments
over the micropurchase threshold.

> Legal coordination is also required for nonratifiable commitments (No
> dollar threshold referenced in either FAR or DlAR)
>
> (Supplements FAR 1.602-3(c)(5) and (d)

Part 1403 **Improper Business Practices and Personal Conflicts of
Interest:**

1403.204(b) Contractor Gratuities to Government Personnel - Treatment of
Violations- In consultation with the SOL and OIG \... the HCA may
recommend action to the Director,PAM pursuant to FAR 3.204(c) (No dollar
thresholds referenced)

> (Supplements FAR reference regarding \"agency regulations\")

1403.303(f)(1) Reports of Suspected Antitrust Violations - Reporting-
Reports on suspected violations of antitrust laws as required by FAR
33.03 shall be prepared by the CO and reviewed by the SOL (No dollar
thresholds referenced for legal review)

> (Supplements FAR reference regarding \"agency regulations\")

1403.409(b)(4) Contingent Fees! Now in FAR 3.405(b)(4)-Misrepresentation
or violations of the Covenant Against Contingent Fees - The CCO shall
consult with the SOL prior to forwarding a report of suspected
fraudulent or criminal violations regarding contingent fees to the OIG
for action. (No dollar thresholds referenced for legal review)

**[DIAR Citation]{.underline} [Subject ]{.underline}**

> (1403.409(b)(4) supplements FAR reference regarding \"agency
> procedures\")

1403.705(d) Voiding and Rescinding Contracts - Procedures - Notice of
Proposed Actions HCA shall give notice of the proposed action following
consultation with the SOL and OIG, as appropriate.

(Supplements FAR reference regarding \"agency procedures\")

1404.7003(e) **Administrative Matters.** Deposit of Contract
Publications-Exceptions - Disclosure materials containing any
descriptions, specifications, data, plans or drawings of any unpatented
inventions \... unless an opinion by the SOL has been rendered which
finds that the interests of the Govt. will not be prejudiced by
disclosure of such materials. (No dollar thresholds referenced for legal
review)

> (Internal DOI procedure)

Part 1409 **Contractor Qualifications:**

1409.406-3(a) Debarment - Consultation by HCA with SOL and OIG prior to
submitting debarment recommendation. (No dollar thresholds referenced
for legal review)

> (Supplements FAR reference regarding \"agency procedures\")

1409.407-3(a) Suspension - Consultation by HCA with SOL and OIG prior to
submitting suspension recommendation. (No dollar thresholds referenced
for legal review)

> (Supplements FAR reference regarding \"agency procedures\")

Part 1414 **Sealed Bidding:**

1414.406-3(c) Other Mistakes Disclosed Before Award-Now FAR
14.407-3(f) - CCO may make written determination allowing for withdrawal
of bid following review by SOL.

> (No dollar thresholds referenced for legal review)
>
> (Direct supplement to FAR requirement for legal review at 14.407-3)

1414.406-4(d) Mistakes After Award - Now FAR 14.407-4(d) - Concurrence
from SOL is required prior to CO making administrative decision. (No
dollar thresholds referenced for legal review)

> (Direct supplement to FAR requirement for legal review at 14.407-4)

1417.502(a) **Special Contracting Methods.** Interagency Acquisitions
Under the Economy Act - CO shall prepare determinations, and for actions
exceeding \$500,000, obtain legal review before submission to HCA for

**[DIAR Citation]{.underline} [Subject ]{.underline}**

> signature. (\$500,000 Legal review threshold is Interior\'s revised
> threshold. This section is a supplement to FAR 17.5 which references
> \"agency procedures.\")
>
> (Supplements FAR reference regarding \"agency procedures\")

Part 1427 **Patents, Data, and Copyrights:**

1427.205(a) Adjustment of Royalties - CO to report to SOL regarding
results of any actions taken in compliance with FAR 27.205. (No dollar
thresholds referenced for legal review)

> (Supplements FAR reference regarding \"agency procedures\")

1427.3 Patent Rights Under Government Contracts- See Asst. SOL for
Procurement and Patents for determinations to sublicense foreign
governments or international organizations, contractor appeals of
exceptions, other appeals, and licensing background patent rights to
third parties. (No dollar thresholds referenced for legal review) LNOTE:
As a general rule, Patent, Trademark and Copyrights questions should
always be referred to the Asst. SOL for Procurement and Patents\]

> (Supplements FAR references regarding consultation with legal counsel
> in Subparts 27.2 and 27.3)

1429.3 **Taxes.** General tax problems/questions and questions regarding
application of state and local taxes to Government contractors and
subcontractors should be coordinated with the SOL. (No dollar thresholds
referenced for legal review)

> (Supplements FAR guidance in Part 29, i.e., taxes as legal concerns)

1433 **Protests, Disputes and Appeals.** Coordinate with SOL throughout
these processes (No dollar thresholds referenced for legal
review/coordination)

> (Supplements FAR reference regarding \"agency procedures\")

1449.111 **Termination of Contracts.** Review of proposed settlements.
All proposed settlement agreements shall be reviewed by the SOL and
approved at one level above the CO. (No dollar thresholds referenced for
legal review)

> (Supplements FAR reference regarding \"agency procedures\")

1450 **Extraordinary Contractual Actions:**

1450.306 Contract Adjustments-Disposition-CO shall submit Memorandum of
Decision, investigation results, and other FAR 50.306 infonnation to SOL
for review prior to submission by HCA to PAM. (No dollar thresholds
referenced for legal review)

1450.403.2 Residual Powers- Action on Indemnification Requests - (same
legal review requirements as DIAR 1450_306)