FAR 52.216-23—Execution and Commencement of Work.
Plain-English Summary
FAR 52.216-23, Execution and Commencement of Work, is a clause used with letter contracts and tells the contractor how to accept the letter contract and when work may begin. It covers the contractor’s obligation to sign and return three copies of the contract by a specified deadline, the contracting officer’s role in receiving that acceptance, and the point at which performance is authorized to start. It also expressly states that, once both parties have accepted the letter contract, the contractor must proceed with performance, including buying necessary materials. The clause exists to create a clear, enforceable transition from a preliminary letter contract to actual performance while the final contract terms are being completed. In practice, it helps prevent disputes over whether the contractor was authorized to start work, whether procurement of materials was allowed, and whether the contractor accepted the government’s offer within the required time. It is prescribed for use when a letter contract is contemplated, with a limited exception for letter contracts awarded on SF 26, so it is a specialized but important clause in urgent or time-sensitive acquisitions.
Key Rules
Acceptance by signature
The contractor must indicate acceptance of the letter contract by signing three copies of the contract. This is the formal act that shows the contractor agrees to the letter contract terms.
Return by deadline
The signed copies must be returned to the contracting officer by the date inserted in the clause. Missing the deadline can create uncertainty about whether the contractor timely accepted the letter contract.
Performance starts after mutual acceptance
The contractor does not begin work merely because the letter contract is issued; performance begins only after both parties have accepted it. This protects both sides from unauthorized work before the agreement is in force.
Materials may be purchased
Once acceptance occurs, the contractor must proceed with performance, including purchasing necessary materials. The clause makes clear that early procurement needed to support performance is part of authorized work.
Applies to letter contracts
The clause is prescribed for solicitations and contracts when a letter contract is contemplated. It may be omitted from letter contracts awarded on SF 26, which is a specific procedural exception.
Responsibilities
Contractor
Sign three copies of the letter contract and return them to the contracting officer by the stated deadline. After mutual acceptance, begin performance promptly and make necessary material purchases to carry out the work.
Contracting Officer
Insert the acceptance deadline in the clause, receive the contractor’s signed copies, and ensure both parties have accepted the letter contract before authorizing performance. The contracting officer must also determine whether the clause is required or may be omitted for an SF 26-awarded letter contract.
Agency
Use the clause when a letter contract is contemplated, consistent with the prescription in FAR 16.603-4(b)(1). The agency must ensure its contracting procedures support timely conversion from the letter contract to performance.
Practical Implications
This clause is important in urgent procurements because it lets work begin before the final contract is fully completed, but only after formal acceptance. Contractors should not assume they can start early just because discussions are advanced or a draft letter contract has been issued.
The deadline for returning signed copies matters. If the contractor delays, the government may question whether acceptance occurred on time, which can affect authorization to perform and the enforceability of the arrangement.
Contractors should treat material purchases carefully: buying materials is allowed only after mutual acceptance, so premature ordering can create cost risk if the contract is not yet effective.
Contracting officers should make sure the acceptance date is filled in and that the file clearly shows when both parties accepted the letter contract. Clear documentation helps avoid disputes over when performance was authorized.
Because the clause is tied to letter contracts, users should verify whether the acquisition is actually being handled as a letter contract and whether the SF 26 exception applies before including or omitting the clause.
Official Regulatory Text
As prescribed in 16.603-4 (b)(1) , insert the following clause in solicitations and contracts when a letter contract is contemplated, except that it may be omitted from letter contracts awarded on SF 26 : Execution and Commencement of Work (Apr 1984) The Contractor shall indicate acceptance of this letter contract by signing three copies of the contract and returning them to the Contracting Officer not later than _______________ [ insert date ] . Upon acceptance by both parties, the Contractor shall proceed with performance of the work, including purchase of necessary materials. (End of clause)