Overview
FAR Subpart 42.13 provides the policies and procedures for managing situations where the Government requires a contractor to pause performance. It distinguishes between formal orders (Suspension of Work for construction and Stop-Work Orders for supplies/services) and administrative remedies for unordered delays caused by Government actions or inactions.
Key Rules
- Suspension of Work (Construction/A&E): The Contracting Officer (CO) may order a suspension for a "reasonable" period. If the suspension is deemed unreasonable, the contractor is entitled to a claim for increased performance costs, but profit is explicitly excluded from such claims.
- Stop-Work Orders (Supplies/Services/R&D): These are typically used in negotiated contracts due to technical breakthroughs, program realignments, or pending Government decisions.
- Approvals: A Stop-Work Order requires approval at a level higher than the Contracting Officer. Any cancellation of such an order requires the same level of approval.
- Prohibition on Substitution: Stop-Work Orders cannot be used as a substitute for a termination notice once a decision to terminate has already been made.
- Action Timelines: Before a Stop-Work Order expires, the CO must either terminate the contract, cancel the order, or extend the period via a supplemental agreement (with contractor consent).
- Government Delay of Work Clause: This applies to unordered delays (acts or failures to act by the CO). It is an administrative settlement tool and does not apply if an equitable adjustment is already available under another clause (e.g., the "Changes" clause).
Responsibilities
- Contracting Officer (CO):
- Issues formal suspension or stop-work orders.
- Discusses orders with the contractor promptly to minimize impacts.
- Acts to end unordered delays as soon as practicable.
- Maintains detailed records of negotiations and cost/pricing data.
- Ensures the correct clauses (52.242-14, 52.242-15, or 52.242-17) are inserted into solicitations and contracts.
- Higher-Level Management: Responsible for approving the issuance and cancellation of Stop-Work Orders.
- Contractor:
- Must comply with instructions regarding material orders and subcontracts during a stoppage.
- Is responsible for taking action to minimize costs during the suspension/stop-work period.
- Must submit written claims for cost increases resulting from unreasonable suspensions.
Practical Implications
- Profit Limitations: In construction contracts, contractors must be aware that while they can recover costs for unreasonable suspensions, they cannot recover lost profit. This makes "reasonable" vs. "unreasonable" a frequent point of negotiation and potential litigation.
- Cost Mitigation: Upon receipt of a Stop-Work Order, contractors are expected to immediately "stop the bleeding." Failure to cancel material orders or pause subcontracts after being instructed to do so may result in the Government denying those specific costs.
- Negotiated vs. Sealed Bidding: Stop-Work Orders are primarily a tool for negotiated contracts. In sealed bidding (often used in construction), the Suspension of Work clause is the primary mechanism.
- Administrative Record: For "Government Delay of Work" claims, the burden of proof is often on the contractor to show that the CO’s failure to act (e.g., late delivery of Government-furnished property) caused the delay. COs must keep meticulous files to defend against or settle these claims fairly.
- Strategic Use: Agencies use these tools to "pause" a program during budget uncertainties or when a major technical flaw is discovered, providing a legal bridge to decide whether to continue the project or terminate for convenience.