Contracting 101: Section J — Don’t Ignore the Attachments

You've made it through the contract. You've reviewed the CLINs, figured out what you're supposed to do, identified the important dates, read the special requirements and clauses, and you're feeling pretty good about yourself.

Then you get to Section J.

And there may be another 200 pages waiting for you. 😂

For contracts using the Uniform Contract Format, Section J is the List of Attachments. This is where the contract identifies the documents, exhibits, and other attachments that accompany the contract.

Do not mistake "attachment" for "supplemental reading."

Some of the documents listed in Section J may contain requirements that are every bit as important as the requirements you just spent all that time reviewing in the body of the contract. They can tell you what work you're performing, what data you have to submit, what security requirements apply, what employees must be paid, what Government property you're responsible for, and what additional processes your company has agreed to follow.

And just like the rest of the contract, not every Section J will look the same. You won't see every one of these attachments on every contract. What you receive depends on the agency, contract type, work being performed, and specific requirements of the acquisition.

But there are some documents you're likely to encounter more often than others.

SOW or PWS

We've already talked about the Statement of Work (SOW) and Performance Work Statement (PWS) in this series because they are fundamental to understanding your scope.

Sometimes the SOW or PWS appears directly in Section C. Other times, Section C points you to a separate SOW or PWS included as an attachment.

Either way, don't let its location change its importance.

This is one of the primary documents your Program Manager and technical team should understand because it describes the work the contractor is expected to perform. It may establish tasks, performance requirements, standards, responsibilities, deliverables, and other requirements that need to be translated into the actual management of the project.

Program Control should understand it too. The scope and structure of the work can affect how the project is established, budgeted, forecasted, staffed, and monitored.

If your SOW/PWS is an attachment, make sure you're also tracking which version is incorporated into the current contract. If a modification replaces or revises it later, the team needs to be working from the new version—not the PDF someone saved to their desktop six months ago.

Quality Assurance Surveillance Plan (QASP)

If the contract includes or provides a Quality Assurance Surveillance Plan, or QASP, don't assume it's only something the Government needs to worry about.

The QASP is used by the Government to describe how it intends to evaluate or monitor contractor performance. It may identify performance standards, surveillance methods, acceptable quality levels, or other measures the Government will use when assessing whether you're meeting the contract requirements.

From the contractor side, that's incredibly useful information.

If the Government has told you how it plans to evaluate your performance, why wouldn't you evaluate yourself against the same things?

I recommend creating an internal performance matrix based on the QASP and periodically reviewing your own performance against the identified standards. Track the performance measure, the required standard, how the Government is measuring it, your actual performance, any issues or trends, and the corrective actions taken when something isn't going as planned.

Depending on the requirement, Program Management, Program Control, Quality, Contracts, and the technical team may all contribute information to that review.

Don't wait until the Government tells you there's a problem to start measuring your own performance.

That matrix can also become extremely valuable when your Contractor Performance Assessment Reporting System (CPARS) evaluation is released. If you've been monitoring performance throughout the year and retaining supporting documentation, you're in a much better position to evaluate whether the Government's assessment accurately reflects your performance and provide meaningful information if you need to respond.

We'll come back to CPARS in its own Contracting 101 article because that topic deserves considerably more attention.

DD Form 254

If your contract requires access to classified information, you may see a DD Form 254, Contract Security Classification Specification.

In very simple terms, this is one of the documents that tells you about the classified security requirements associated with the contract. It should immediately get the attention of your Facility Security Officer or whoever is responsible for your company's security program.

This is a perfect example of why contract review cannot live entirely within the Contracts department. I may recognize the DD254 and understand why it's there, but I'm not the person who should independently determine whether our security program, personnel, systems, facilities, and procedures satisfy every requirement.

Contracts needs to identify it. Security needs to understand and implement it. Program Management needs to understand how it affects performance. And the appropriate people need to communicate when something changes.

CDRL — Contract Data Requirements List

If you're supporting DoD, there's a good chance you'll eventually encounter a Contract Data Requirements List, or CDRL.

The CDRL is commonly documented using DD Form 1423 and identifies data the contractor is required to deliver to the Government.

That might include reports, plans, technical documents, schedules, manuals, analyses, drawings, or any number of other data deliverables depending on the contract.

This is where I want people to stop thinking of CDRLs as "some forms attached to the contract."

A CDRL is a contractual deliverable.

You need to understand what is due, when it's due, how often it's due, where it goes, who prepares it, who reviews or approves it internally, and what evidence you're retaining to show that it was submitted.

Program Control should also understand the CDRL schedule when those deliverables affect the project schedule, milestones, forecasting, or performance reporting.

And please don't wait until the due date to figure any of that out.

Data Item Descriptions and CDRL Templates

A CDRL tells you that the Government wants a particular data item. The associated Data Item Description, or DID, provides requirements for the content and preparation of that data.

The contract may also provide a Government template or specific format for a deliverable.

Those documents need to be reviewed together.

It's not enough for your tracker to say:

Monthly Report — Due the 10th.

What is supposed to be in the monthly report? What format is required? Is there a DID? Did the Government provide a template? Are there specific distribution or submission requirements?

We'll spend more time on CDRLs and DIDs separately because they deserve their own Contracting 101 discussion. For now, the important thing is to recognize them when you see them and understand that the CDRL, DID, and any required template or format may work together to tell you exactly what you have agreed to deliver.

SCLS Wage Determinations

If your contract is subject to the Service Contract Labor Standards (SCLS), you may find one or more Department of Labor Wage Determinations (WDs) attached to the contract.

These are absolutely not documents to file away and forget about.

A wage determination establishes minimum wages and fringe benefits applicable to covered service employees based on the applicable labor classifications and locality.

And the WD you received at original award may not be the one that applies forever.

The FAR requires contracting officers to obtain wage determinations at several points, including for new covered solicitations and contracts and for certain contract modifications that extend the contract or significantly affect labor requirements. For many contractors, one of the most familiar times they'll see a revised WD incorporated is when the Government exercises an option and begins the next performance period.

That means the option modification deserves more than a quick glance at the new POP and funding.

Check the wage determination.

Did the revision number change? Did the wage rates change? Did the health and welfare requirement change? Which employees and labor classifications are affected? When do the new requirements become effective? Who needs to update Payroll and HR? Does Program Control need to update labor forecasts or budgets? Does Pricing or Finance need to calculate a contract price adjustment?

And that last question is important.

For applicable multiple-year and option contracts, FAR 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (Multiple Year and Option Contracts), provides a mechanism for adjusting the contract price or applicable labor rates for certain increases or decreases in wages and fringe benefits required by a new wage determination or other covered changes.

For applicable contracts that are not multiple-year contracts and do not contain options to renew, FAR 52.222-44 provides a similar price-adjustment mechanism.

That does not mean every increase in your labor cost automatically gets passed through to the Government. The clauses establish what changes qualify, what costs may be included in the adjustment, and contractor notification requirements. Read the clause that's actually in your contract and understand what it requires.

From an administration standpoint, the important lesson is this:

When a new wage determination is incorporated, you potentially have two actions to manage at the same time—implementing the new wage and fringe requirements for your employees and determining whether a contract price adjustment is appropriate under the applicable clause.

Contracts, HR, Payroll, Program Control, Pricing, Finance, and Program Management may all have a role in making sure that happens correctly.

Finding the new WD in the modification six months later is not a particularly good implementation strategy.

Collective Bargaining Agreements

If employees performing the contract are represented by a union, you may also see a Collective Bargaining Agreement (CBA) included with or referenced by the contract.

The CBA establishes negotiated terms between the employer and the union and may address wages, fringe benefits, work rules, leave, seniority, schedules, pension contributions, and other employment conditions.

For certain successor service contracts, collectively bargained wages and fringe benefits can also drive the labor requirements applicable to the successor contractor.

Again, this isn't something Contracts should quietly save in the contract folder.

HR, Payroll, Program Management, Program Control, Finance, and anyone responsible for administering the affected workforce may need to understand portions of the CBA. Program Control in particular needs to understand changes that affect labor cost, forecasting, budgeting, or the financial performance of the project.

Version control matters here too. If a new CBA is negotiated or incorporated, everyone responsible for implementing those requirements needs to know which agreement is current and what changed.

Government-Furnished Property and Government-Furnished Equipment

Your attachments may include lists, schedules, or other documentation identifying Government-Furnished Property (GFP) or Government-Furnished Equipment (GFE) being provided for contract performance.

If the Government gives you property, don't treat the attachment like an inventory list you can forget after kickoff.

Government property comes with accountability requirements. Someone needs to know what the company received, where it is, who has it, how it is being used, and what contractual requirements apply to its management, reporting, protection, and eventual disposition.

Depending on the contract and your organization, that may involve Contracts, Property, Program Management, Program Control, Finance, Security, IT, or other functions.

The contract should tell you what property is being furnished, and the applicable clauses and requirements tell you what you have to do with it.

Organizational Conflict of Interest (OCI) Plan

Some contracts—particularly those involving advisory, evaluation, systems engineering, technical support, or other work where the contractor could encounter competing interests or nonpublic information—may include an Organizational Conflict of Interest, or OCI, mitigation plan.

An OCI mitigation plan isn't simply something you wrote during the proposal process and then forgot about after award.

If the plan is incorporated into the contract, the commitments in that plan matter during performance.

Depending on the mitigation strategy, the contractor may have agreed to firewalls, limits on access to information, separation of personnel or business units, nondisclosure requirements, restrictions on certain activities, or other controls designed to avoid, neutralize, or mitigate the conflict.

The people responsible for performing the work need to understand the controls that apply to them.

Nondisclosure Agreements

You may also encounter Nondisclosure Agreements (NDAs) or specific nondisclosure requirements that individual employees must execute before accessing certain Government, contractor, proprietary, source-selection, or other protected information.

Don't assume the company's corporate NDA covers whatever the contract requires.

If the contract requires a specific NDA to be signed by individual employees, you need a process for determining which employees need to sign it, when it must be signed, how the employees receive and execute it, where the completed agreement is retained, and whether access should be granted before that requirement is complete.

The affected employees obviously need to be part of that process. Depending on the requirement, Contracts, HR, Security, Program Management, and IT may also have responsibilities for making sure the NDA is completed before the employee receives access to the protected information or work.

Someone needs to own the process.

Funding Documents and Accounting Information

Depending on the agency and contract, Section J may also contain funding documents, accounting information, funding schedules, or other attachments showing how funds have been provided or allocated to the contract.

These documents may contain information that Program Control and Finance need to properly establish and manage the project.

This becomes especially important when funding is associated with particular CLINs, ACRNs, periods of performance, or other portions of the contract.

Don't just ask:

How much funding did we receive?

Ask:

Where did the funding go? What work does it support? What limitations apply to it? How should we track it?

A $10 million funded value sitting in a spreadsheet isn't particularly useful if nobody understands how that funding relates to the work being performed.

This is one of the places where Contracts and Program Control should be working closely together. Contracts understands what the award and funding documents say. Program Control needs to translate that information into the project structure, budgets, forecasts, funding controls, and reporting used to manage the work.

Who Needs to See What?

One of the biggest mistakes I see in contract administration is assuming that because Contracts reviewed a requirement, the requirement has been managed.

It hasn't.

The next step is getting the information to the people who actually need to do something with it.

If you see...	Make sure you're involving...
SOW/PWS	Contracts, Program Management, Program Control, Technical Leads
QASP	Contracts, Program Management, Program Control, Quality, Technical Leads
DD Form 254	Contracts, Security/FSO, Program Management, affected employees as applicable
CDRLs/DIDs/Templates	Contracts, Program Management, Program Control, Technical Leads, Quality as applicable
SCLS Wage Determination	Contracts, HR, Payroll, Program Control, Pricing/Finance, Program Management
CBA	Contracts, HR/Labor Relations, Payroll, Program Management, Program Control, Finance
GFP/GFE	Contracts, Property, Program Management, Program Control, Finance, Security/IT as applicable
OCI Mitigation Plan	Contracts, Legal/Compliance, Program Management, Program Control as applicable, affected employees
Individual NDAs	Contracts, HR/Security as applicable, Program Management, employees required to execute the NDA
Funding/Accounting Documents	Contracts, Program Control, Finance/Accounting, Program Management

Your organization may assign those responsibilities differently, and that's fine. The point isn't that every company needs the same distribution list.

The point is that someone needs to intentionally decide who owns the requirement.

The Attachment List Is a Starting Point, Not a Filing Checklist

When I review Section J, I'm not simply checking that all of the attachments are present.

I'm asking:

What is this document?

What requirement does it create or support?

Who inside the company needs to understand it?

Does it create something we need to track?

Does it need to be incorporated into a system, process, project setup, or compliance matrix?

Could this document change during performance, and if it does, who needs to know?

Those questions turn a stack of attachments into something the company can actually administer.

And this is also where version control becomes incredibly important.

If Modification 0004 replaces the original PWS, Modification 0007 incorporates a new wage determination, and Modification 0012 revises a CDRL, your team shouldn't still be managing performance from the attachments that came with the original award.

Your contract file needs to tell the story of what changed, but the people performing the work also need access to the current requirements.

The Bottom Line

Section J can look deceptively simple because technically it's a list.

Don't treat it that way.

The attachments behind that list may contain some of the most important information your team needs to successfully perform the contract. They can define your scope, your deliverables, your security obligations, your labor requirements, your property responsibilities, your funding structure, and the processes your employees are required to follow.

The job of Contracts isn't simply to confirm that Attachment 1 through Attachment 27 exist.

It's to understand what those attachments mean, identify who needs the information, and help make sure the requirements make their way into the systems, processes, trackers, and people responsible for actually performing the contract.

Don't stop reading when you reach the attachments. Sometimes that's where the real work begins.