June 2009

1. GSA Multiple Award Schedule Contractor Teaming Arrangements Contractor Teaming Arrangements- How to Use Them June 2009

2. Session Objectives • Understand what a Contract Team Arrangement (CTA) is; • Understand the difference between a CTA and a Prime/Sub Relationship; • Understand why a CTA is useful; • Understand how to use or evaluate a CTA; and • Gain some take-aways from Lessons Learned.

3. Order of Topics • What is a subcontract? • What is a Contract Team Arrangement (CTA)? • CTAs vs. Prime/Sub relationships • What is a FAR Part 51 Letter of Authorization and is it needed under CTAs? • Why is a CTA useful? • Characteristics of Contract Team Arrangement • Request for Quotation (RFQ) and responses • Best Practices – Examples • Best Practices – What a CTA should include • Biggest Issues Under CTAs • Strategic Sourcing

4. What is a Subcontract? • FAR 19.701 – “Subcontract” means any agreement entered into by a Government prime contractor or subcontractor calling for supplies and/or services required by performance of the contract, contract modification, or subcontract.

5. What is a Contract Team Arrangement (CTA)? A Contract Team Arrangement (CTA) is an arrangement between 2 or more GSA Schedule contractors to work together to meet agency requirements. NOTE: Proposed for inclusion under re-write of GSAR Part 538. Proposed new title “Contractor Partner Agreements”.

6. CTA Each member has a MAS Schedule Contract Specific duties assigned to each team member Privity of Contract with all team members Pricing is based on each team members’ contract Socio-economic credit based on ALL members Total solution Prime/Sub in MAS context only Only prime has Government contract Prime can delegate duties but NOT contract responsibility Privity of Contract only with prime Pricing based on prime’s contract only Socio-economic credit based on prime’s status only All items are on prime’s MAS contract CTA vs. Prime/Sub Relationships

7. Is a FAR Part 51 Letter of Authorizations (LOA) required or needed for CTAs?

8. What is a Letter of Authorization? FAR 51.101 - If it is in the Government’s interest, and if supplies or services required in the performance of a Government contract are available from Government supply sources, contracting officers may authorize contractors to use these sources. 8

9. NO!!!

10. Why are CTAs useful? Contractor’s perspective Reduce open market exposure Protest exposure Caps on open market found in RFQ Strategic value Increase GSA sales 10

11. Why are CTAs useful? GSA’s perspective Single solution for a requirement Privity of Contract with team members Builds relations with ordering activities Allows expanded opportunities for small businesses Reduces the amount of line items contractor must maintain on their contract 11

12. Characteristics of a Contractor Team Arrangement • Written agreement between team members • Each CTA is unique • Privity of Contract with all team members • Response to an RFQ to provide a total solution

13. Responding to a Request for Quotation (RFQ) • If using a CTA, disclose that in RFQ. • If requested, provide the CTA with the RFQ response. • Indicate which partners, labor categories and products are associated with each Schedule. List Schedule number. • Acknowledge that the terms of each Schedule apply to the corresponding products and services.

14. Examples: Determining Best Practices Apples & Oranges • E-Buy posting to Schedule 70 holders • Notifying that procurement would take place under the Millennia Lite GWAC • And that the Schedule 70 folks could team with Millennia Lite primes • Can this be executed?

15. Examples: Determining Best Practices Scope this one out • E-Buy RFQ posting to Schedule 70, 520, 874, and 871 holders • Requested contractor teaming arrangements with a team lead who would manage team members and invoicing/payments. • Required lead contractor to provide blended rates – across team members for each labor category and resulting categories are not tied to any one Schedule • To get a rate for a systems engineer, lead takes the 3 team member rates of $50 (Team A – Sch 70 IT), $60 (Team B- Sch 70 IT ), and $70 (Team C – Sch 871 PES) for a blended rate of $60 for a systems engineer.

16. Scope this one out • What happens when they invoice $60 for Team A’s work? • Is there a False Claims Act violation? • What does the Lead pay Team A? – the $60 less Leads compensation, or the $50. • If Team C performed the work – what would the Lead pay? • What happens when Team C (which has a PES Schedule) performs IT related work?

17. Scope this one out A Veterans Affairs RFQ provides the right answer Contractor may propose appropriate labor categories from their other GSA FSS contracts or contractors may team with another GSA Schedule holder to offer a blended solution. When proposing multiple schedules, please identify and group labor categories by their respective schedule contracts. 17

18. Examples: Determining Best Practices Who’s in charge • Agency established a multiple award BPA with performance–based incentives. • Lead was asked to establish CTA’s with small businesses, large businesses could subcontract to the lead. Agency intent was to increase small business utilization numbers. • Lead with input from members develops task order proposals, award of task orders is made directly to the team member responsible for the work, team members are then responsible for invoicing their own portion of the work.

19. Who’s in charge • RFQ “requires that the Contractor Team Leader, at a minimum, be responsible for coordinating the submission of the proposal under this RFQ and any subsequent proposals after award. …. and • Contractor Team Leader has overall responsibility for planning, programming, coordinating,and managing the performance of work required in all task orders issued, including those task orders issued directly to team members. The Contractor Team Leader is responsible for overseeing the quality and timeliness of the work performed (including all associated deliverables).”

20. Who’s in charge • How is Team Lead compensated for planning, programming, coordinating,and managing the performance of work required in all task orders issued, including those task orders issued directly to team members and overseeing the quality and timeliness of the work performed (including all associated deliverables)? • It takes man-hours to manage • When issued directly to team members no revenue passes through Lead • Would require TO award to be issued to both Lead and Team Member(s); CO gets multiple invoices, makes multiple payments

21. Who’s in charge • But, in this case, the agency is discouraging direct program management hours • this is in conflict with the contract requirements • From a business perspective, • Where is the incentive for the Lead to provide adequate resources to manage the task orders? • CTA’s usually contain a provision for “project management fees” to compensate Lead for this work. Works well when the cash flows through the Lead – but harder to structure when Team Members operate independently. • How to make work severable for performance incentives • Who gets the C/PAR when there is a problem? • Past performance

22. Best Practices: What a CTA should include • Some basic points that the CTA should include: • In writing and signed by all members • Identification of the team lead and team members • Management Plan • Socio-economic status of members • Past performance • Specific responsibilities of each team member • Duration of the CTA including options

23. Best PracticesWhat a CTA should include • Important areas that should be addressed: • Pricing including project management fees • Other Direct Costs or Open Market Items • FAR 8.4 • Independent Contractors • Legal Relationship • Replacement of Team Members • Delivery, Invoicing and Payment

24. Biggest Issues Under CTAs for Government Contracting Officers • Make sure the CTA covers: • Warranty - who is responsible for warranty issues? • Delivery - single vs. multiple locations • Invoicing - team lead vs. team members • Payment - team lead vs. team members • How to handle disputes between team members

25. Links for More Information • http://www.gsaelibrary.gsa.gov • This site list all MAS Schedule contractors • http://www.gsaadvantage.gsa.gov • This site provides a pricing tool. • http://www.gsa.gov/contractorteamarrangements • This site contains frequently asked questions and answers on CTAs

26. Questions??? Deborah LagueGeneral Services AdministrationPhone: 703.605.2780E-mail: deborah.lague@gsa.gov Kitty Klaus EDS, an HP companyPhone: 703.742.1825E-mail: kitty.klaus@eds.com Tomi Bryan, Ph.d., J.D. FedLinx, Inc.Phone: 336.379.0442E-mail: tbryan@fedlinx.com