Category: Amanda C. DeLaPerriere

Department of Defense to Increase Scrutiny Over IT Consulting and Advisory Contracts

Michael Joseph Montalbano  and Amanda C. DeLaPerriere ●

The Department of Defense’s (“DoD”) Under Secretary for Acquisition and Sustainment issued a memorandum on June 23, 2025, that tightens oversight on DoD contracts for information technology consulting & management services (“ITC&MS”) and advisory & assistance services (“A&AS”).

What contracts are impacted?

The memorandum applies to unclassified, FAR-based contracts or task orders for ITC&MS or A&AS. ITC&MS are services provided by integrators or consultants that involve system information technology (“IT”) integration, implementation, or advice and that are valued at over $10 million. A&AS are services for consulting, advising, assisting, or any professional services for similar functions, and that are valued over $1 million. The memorandum expressly notes that requirements may not be split into multiple efforts to stay under the $10 million and $1 million thresholds. Additionally, the memorandum does not apply to already existing consulting and advisory contracts. 

What is the timeline for review?

Effective immediately, DoD agencies must secure advance approval from the Department of Government Efficiency (“DOGE”) for all qualifying ITC&MS or A&AS contracts. DoD agencies must include in their approval request a description of the contract’s purpose, a cost/benefit analysis, and a justification as to why the efforts cannot be insourced or acquired from a direct service provider. DOGE then has three business days to respond. If DOGE does not respond or approves the contract, then the contract may proceed. If DOGE raises issues with the contract, then DOGE and the DoD agencies are required to work collaboratively to resolve those issues. The memorandum does not specify whether DOGE can block a DoD agency from moving forward with the contract, whether there is any time limit on DOGE and DoD’s attempts to work collaboratively, or whether the agency has a specific appeal process if it disagrees with DOGE’s assessment.

Scope and Exemptions

Not all ITC&MS or A&AS contracts are subject to review. The memo expressly excludes:

  • ITC&MS contracts involving “direct service providers” performing services rather than resellers, integrators, or intermediaries.
  • ITC&MS contracts in direct support of defense weapon system programs or sustainment activities.
  • A&AS contracts for systems engineering and technical assistance in support of major defense acquisition programs.

These exemptions align with the Administration’s decision to prioritize war fighting efforts as well as procure more supplies and services from Original Equipment Manufacturers.

Strategic Implications for Contractors and Agencies

This memorandum reflects a strategic push—rooted in broader federal efficiency initiatives—to trim consulting spend, eliminate unnecessary intermediation, and ensure rigorous scrutiny of high-value service awards.

While the exact impact this memorandum will have on contractors is still unclear, contractors working in the ITC&MS or A&AS space can take several steps to reduce their risk:

  • Preempt DOGE scrutiny with clear justifications: Articulate in your proposal how your services provide unique value and cost-effective support.
  • Clarify your role: Emphasize direct mission-critical support—especially for exempt programs. Avoid generic management consulting language that could trigger heightened scrutiny.
  • Collaborate with agency customers: Work early with DoD contracting and program officials to help them develop the rationale for approving your contract or identifying an applicable exception.
  • Streamline pricing and deliverables: Clearly define work products, performance metrics, and accountability mechanisms.
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GAO Rejects Notion of a Pre-FPR “Continuous Registration Requirement” for SAM

Luke W. Meier and Amanda C. DeLaPerriere ●

The last week saw GAO sustain two protests that should put the nail in the SAM “continuous registration” coffin.

The Federal Acquisition Regulatory (“FAR”) Council recently revised the standard System for Award Management (“SAM”) registration clause (FAR 52.204-7) to make clear there is no “continuous registration requirement”—contractors need to be registered in SAM only at the time they submit their final, legally-binding proposal.

In two recent decisions, GAO has confirmed that the same was (and is) true under the prior version of FAR 52.204-7 as well. That is, if an agency allows an offeror to submit a revised proposal, and the offeror is properly registered in SAM when that final proposal is submitted, it does not matter if there was some SAM registration failure at an earlier stage of the procurement.  The offeror is eligible, and it would be unreasonable for an agency to eliminate an offeror or terminate an award based on a pre-FPR SAM flaw.

In UNICA-BPA JV, LLC, B-422580.3, the protester (“UNICA”) had an active SAM registration when it submitted its final revised proposal, but the Agency later eliminated UNICA from the competition based on the fact that UNICA was not registered in SAM at the time of its initial proposal. That was unreasonable, GAO found, because UNICA had in fact met the stated requirement to be registered in SAM “when submitting an offer,” as the FAR defines “offer” as a proposal that can form a binding contract, and that definition applied only to UNICA’s final, legally-binding proposal, which was compliant. GAO thus found the Agency acted unreasonably by eliminating UNICA from the competition and sustained UNICA’s protest.

In Metris LLC, B-422996.2, the Agency proposed to take corrective action to terminate the award to Metris for having a break in its SAM registration between the time of the initial proposal submission and its final proposal submission. GAO found that Metris’s initial proposal was extinguished when Metris submitted – and the Agency accepted – Metris’s final proposal revision. Because Metris was registered in SAM at the time of the final proposal revision, Metris had an active SAM registration when it submitted its offer, in accordance with FAR 52.204-7. GAO thus recommended that the agency abandon its plans to terminate Metris’s contract award, and instead “maintain its existing award to Metris.”

These cases follow the legal reasoning of Hanford Tank Disposition Alliance, LLC v. United States, 173 Fed. Cl. 269, 312-319 (2024), and should deter agencies from eliminating any more offerors over pre-FPR SAM issues.

Also published in National Law Review at GAO Confirms No Continuous SAM Registration Requirement, January 17, 2025.

Flow-Down Clauses: Best Practices

Merle M. DeLancey Jr. and Amanda C. DeLaPerriere ●

Federal government contractors and subcontractors often struggle with flow-down clauses. Fundamentally, prime and subcontractors squabble over flow-down clauses because they involve assumption of risk. A prime contractor has committed to comply with all of the clauses in its prime contract. To the extent a prime contractor does not flow down a clause to its subcontractor, the prime contractor assumes the risk of any subcontractor non-compliance. This is because, if a contracting officer identifies regulatory non-compliance, the government only looks to the party with which it has privity to enforce compliance: the prime contractor. If the prime contractor has not flowed down the applicable clause to its subcontractor, the prime contractor is responsible for its subcontractor’s non-compliance. If the clause has been flowed down, the prime contractor can enforce compliance upon its subcontractor. From a subcontractor perspective, the more flow-down clauses it accepts from its prime contractor, the more compliance risk it assumes.

As a result, prime contractors seek to flow down as many FAR clauses as possible—well beyond the mandatory flow downs discussed below. Subcontractors, meanwhile, seek to keep flow-down clauses to a minimum. Subcontractors must analyze when it is appropriate and productive to resist non-mandatory flow-down clauses, and sometimes the answers to these questions may not be straightforward. Below we address the mandatory flow-down clauses for commercial subcontracts with commercial and non-commercial prime contractors, how subcontractors can handle irrelevant clauses, and best flow-down practices for prime contractors and subcontractors.

Continue reading “Flow-Down Clauses: Best Practices“

DoD Offers Guidance for Contractors on Inflation and Economic Price Adjustment Clauses

Amanda C. DeLaPerriere ●

On May 25, 2022, the Department of Defense (“DoD”) issued a memorandum recognizing that contractors are not immune from the “period of unusually high” inflation. The memorandum, titled “Guidance on Inflation and Economic Price Adjustments,” provides guidelines on when relief from cost increases due to inflation is appropriate and provides considerations for the proper use of economic price adjustment (“EPA”) clauses when entering into new contracts.

For existing DoD contracts, whether contractors can get relief from inflation depends on the type of contract.

Continue reading “DoD Offers Guidance for Contractors on Inflation and Economic Price Adjustment Clauses”

Blank Rome Welcomes New Government Contracts Associate in Washington, D.C.

Blank Rome LLP is pleased to announce that Amanda C. DeLaPerriere has joined the firm’s Washington, D.C., office in the Government Contracts group, which recently welcomed partner Elizabeth Jochum and associate Samarth Barot.

Amanda joins Blank Rome from Smith Pachter McWhorter PLC. She focuses her practice on government contracts law, related construction law, and white collar matters, including advising clients on regulatory, counseling, and litigation matters. Amanda also brings notable experience representing contractors in accounting, cost, and pricing matters.

Admitted to practice in Virginia, Amanda received her J.D. from The George Washington University Law School, and her B.A. from the University of Georgia. During law school, Amanda served as a law clerk at the U.S. Civilian Board of Contract Appeals and as a legal intern at the U.S. Department of Health & Human Services. Amanda also served as a notes editor at the Public Contracts Law Journal.