Loul

For foreign vendors, i think you are missing one of the "meaty" portions of the clause. Per paragraph ( c )(2) of the clause (2) By the end of the month following the month of a contract award, and annually thereafter, the Contractor shall report the names and total compensation of each of the five most highly compensated executives for the Contractor’s preceding completed fiscal year in the Central Contractor Registration (CCR) database via https://www.acquisition.gov, if— (i) In the Contractor’s preceding fiscal year, the Contractor received— (A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and ( $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and Chances are that a major foreign supplier will not have $25 M or more in Federal Contracts or more than 80% of his business from Federal Contract. Thus he might be exempt from reporting executive cmpensation.

While I agree with Vern, there is another way I have used in the past. If the prime demands a subcontracting plan, just issue one with a subcontracting goal of Zero, saying that there are no subcontracting opportunities.

I do not see an issue here in having a subcontractor fill a key person slot. As a contractor, I have proposed subcontractor personnel in key personnel slots and never had an issue. As to the issue of privity of contract, there is no issue. If the subcontractor's person is not working, the Government issues a letter to the Prime Contractor telling him a person working on the contract is unsatisfactory. It is then the responsibility of the Prime to replace the sub's person. No privity needed.

The answer lies in the makeup of the JV. If the two companies forming the JV are large, the joint venture is considered to be large. If there is a small company and a large company in the JV, it is also considered large. The exception is if the large and small company have an approved SBA Mentor-Protege agreement and the JV is also approved by the SBA. Then the JV is considered to be small, but the small business must then be the managing partner of the JV and meet the other requirements set by the SBA for JVs. For more information about the Mentor Protege Joint Ventures, you might want to go to the SBA site at http://www.sba.gov/content/mentor-prot%C3%A9g%C3%A9-program

One item you are overlooking, in my opinion, is that if the POP ended on 30 October and no option was exercised, chances are that the Prime Contractor no longer has a unilateral right to exercise the option. Check your contract for exact wording on on the right and process for exercising an option. If this is true, you can always try to negotiate a new effective date going back to 1 November, or negotiate new, higher labor rates.

I guess I am puzzled. Why is a FPRR fair and reasonable but a FPRA is not? Just because a memo says it is not? A FPRR is a unilaterally imposed pricing structure that the contractor may or may not agree with. The Contractor should have the change to negotiate and take exception to DCAA recommendations. The last time I looked, DCAA auditors were pretty green and some incompetent. Why should a Contractor agree to this? Also, if the rates are negotiated, why are they not fair and reasonable since they are based on actual numbers?

No particular schedule. We have a consolidated schedule. The work will be for professional engineering services. And i agree with your statement about security and base access which will not be a concern. I am trying to ascertain that there is no GSA restriction on using foreign nationals. In all my research to date, I can find nothing that prohibits it.

I have a question that I am hoping someone can answer. If I get a GSA Schedule award for work overseas, is there any restriction on the use of local foreign nationals? I can find nothing that says no, and thus I assume that I can. Can anyone provide an insight to this question? I thank you in advance.

There was a blurb on WTOP.com that the Russian company aid this was not true.

While I am no expert, I do not think you will find a "slam-dunk" definition of substantial quantity. In fact, I do not think a general one even exists. Perhaps if you tell us why you are trying to show or prove, we can provide a better answer.

I am not sure how far back you need to go, but the GPO has FAR versions going back to October 1996. Access their website at: http://www.access.gpo.gov/nara/cfr/cfr-tab...arch.html#page1 and then scroll down to the Federal Acquisition regulation System, Title 48. Actualy, this is a great site to access any of the code of Federal Regulations (CFR).

To WENO2 As a contractor, I cringe at your comment that "the contractor wants profit and G&A as well." Why is it that the Government does not understand that these two elements are different. G&A is actually part of your cost of doing business. It is not a made up fee or profit that increases the bottom line but an actual element of the costs incurred in running a business and is as much a necessary element of the cost as are overhead costs. Fee/profit is the money above cost that a contractor receives as a return on his investmnent and to encourage companies to go into business and offer their services. Sorry for the rant but as a contractor, it burns me when the Governemnt tells me that G&A is profit.

Thanks all. I knew i had seen it printed somewhere once, but could not remember where. As they say, memory loss is the 2nd sign of old age, and i can't remember the first! :-)

I have a strange question. Does anyone know where the formation of a contract/solicitation number comes from. As an example, in W52P1J-10-R-0074, W52P1J signifies the governemnt office/command issuing the document, the "10" is the fiscal year, the "R" is request for proposal, and the "0074" is a sequential number. In a contract, "C" would be contract, "D" a delivery order contract, etc. Is this format specified anywhere? My question relates to a specific contract issued by NOAA which uses "CQ" before the sequential number and I had never seen that before. Does it mean anything special? I am assuming that the Wifcon brain trust will have an answer. Thanks

The question here seems to be why is the PO going to the subcontractor? if it is strictly and inspection of supplies or audit of Government Property, I would agree that the Government has the right to go unannounced. However, I did not get that impression. I do not believe that the Government has the right to go to a Prtime's subcontractor to have technical discussions or program reviews without the knowledge of the Prime Contractor. And if I was the Prime Contractor without the Prime being present. I understand the point of view from current feds that the Government has all sorts of "rights," but from practicle knbowledge, they also have the habit of directing subcontractors in ways that they have no business doing. So, even tjhough the Government has the right to visit a sub on certain occassions, since there is a Prime, in my view, unless there is a specific reason not to, the best way is to coordinate any visit with the Prime. It keeps everyone in the know and loop and prevemnts future misunderstandings and mix-ups. just my 2 cents.

I agree with Joel that it is bad policy for the Governemnt to visit a subcontractor without the knowledge and presence of the Prime Contractor. While the Government has the right of inspection, there is no privity of contract between the Governemtn and a subcontractor and the Government may not know the scope of the subcontractor's work effort. I have had an instance where I subcontracted for the manufacture of a part that went into a larger assembly. My contract called for a grayish finish coart of paint. However, due to the assembly required, we subcontracted for the sub-assembly to be painted with primer only and decided that we would apply the final coat of paint at our facility. Perfectly legal and proper. During a "surprise" Governmwent inspection done without our knowledge, the inspector rejectedc the parts saying they were not made in accordance with the Government specification (since they were not painted). Since they were made to our specification and the assembly was not complete, they should have passed. Needless to say, this caused a round with the Government about proper inspection, increased costs, etc. We eventually won an equitable adjustment from the Government for the costs involved in reinspecting the assembly. So, while the Government does indeed have the right, it is a good idea to have the Prime contractor along. And bring a Contracts person to control the exuberance of the technical people in making suggestions.

I am not sure adding MIL-SPECS would make an item a nopn-commercial item, I think it would depend on the MIL-SPECS being quoted. For example, there are MIL-SPECS that define the characteristics of resistors, capacitors, etc and other items that are used in the manufacture of printed circuit boards. They define the heat/cold operating requirements, lead length, etc. hat the components must meet. In many cases, commercial comp[onents meet the MIL SPEC requirements and the MIL SPECS are considered as a sort of quality controll requirement as to the reliavbility and durability of a component. Consider the ourchase of tires for a personal vehicle. You can by tires with 25K, 40K, 60K and more design trread life and different ratings for speed and breaking. If a MIL SPEC said a tire had to have a 60K tread life, a 90 MPH speed design and a "A" rating for breaking, you could buy a commercial tire that met the requirements. So, i do not think just having a MIL SPEC would make it a non-commercial item. As a matter of fact, I seem to recal that there used to be a MIL SPEC for the military to purchase fruit cakes. I am not sure the military application of fruit cake except possibly to use stale ones as armor piercing munitions! :-)

While CM1982 is quoting FAR 52.219-28 - Post Award Small Business Pregram representation (Apr 2009) and his statement is correct for long term contracts. As I understand it, the size determination of a company is made when the offered is tendered. If a company certifies as a small business and if during the contract operiod it out grows the small bsuiness size standard, it is still considered to be small business throughout the life of the instant contract and any options (see 13 CFR 121.404(g)). However, should the company be bought or merge, it must within 30 days of the merger, recertify as to its meeting the size standard. If it cannot recertify that it meets the small business size standard, any future awards made will not be considered as awards to small businesses - 13 CFR 121.404(i). So, the simple growth of a company would not affect its small business size for any options, but acquisition would. Hope this helps.

While you have not presented all of the detaiuls, such as what the prime is disallowing, etc. Also, since it is a FFP, how can any cost be unallowable? By definition, a FP contrat pays a sum specific for work done. I would say that since the contract is not definitized there is no no requirement for you to delivery anything to the prime contractor yet. Depending on how strong your position is, i would hold up submitting any deliverables and advise the prime that until prices are agreed and a final contract signed, you will not deliver any additional items. Just a thought.

I do not think a sale to a reseller would qualifiy as the General Public. It is my understanding that the intent of "General Public" is the end user and how the item will be used. Also, the fact that a company is a commercial company and thus a non-governmental entity does not bestow commerciality on an item. Lets look at Boeing. Boeing is a commercial company. They are a non-governmental entity. They make airplanes. The Boeing 747 is a commercial item offered for sale tot he general public and also the US Governemnt (i.e. Air Firce 1). I do not think anyone would object to calling the 747 a commercial item. But Boeing, a commercial company, also makes the F-22 Raptor. This item is not offered for sale to the general public, and even if it was, could not be sold to the general public as it is has no purpose other than governmental. To me, this is the key to the commerciality concept. who is the end user and how can it (will it) be used. If the F-22 was sold by Boeng to The John Jones Distributing Company who then sold it to the US Government (assuming such an arangement was legal), the fact that a distributor or agent was used would not change the "commerciality" of the item. Hope this helps.

FAR 2.101 defines a commercial Item as: ?Commercial item? means? (1) Any item, other than real property, that is of a type customarily used by the general public or by non-governmental entities for purposes other than governmental purposes, and? (i) Has been sold, leased, or licensed to the general public; or (ii) Has been offered for sale, lease, or license to the general public; So, to define a commercial product you need to look at what the item is and how it is used to determine comerciallity. If you developed a radar altimeter suitable for all types of aircraft and offered it to the general public but only sold it to Lockheed for use on the F-16 program, I would say it was a commercial product as it is a type customarily used by the general public and has applications in other than military aircraft. If on the other hand, you developed a computer program to control the launch and guidance of a missile shot from a plane, even if you offered it to the general puiblic it would not be a commercial product. Hope this helps

I do not think trademark costs are covered anywhere specifically by the FAR, but I have always treated them as a cost of doing business which would make them allowable, but not necessarily allocatable to a specific contract. I believe they are covered by FAR 31.205-28-Other Business Expenses, subparagraph (g). Accordingly, I have always put those costs in a G&A pool and DCAA has never taken exception to them. Per FAR 31.203-Indirect Costs (d) Section 31.205 does not cover every element of cost. Failure to include any item of cost does not imply that it is either allowable or unallowable. The determination of allowability shall be based on the principles and standards in this subpart and the treatment of similar or related selected items. Trademark costs are costs incurred in doing buisness. Just as you have to pay for a business license, pasy to register your company name with the Statein which you are working, and obtaining occupancy licenses etc. My approach is that if the FAR does not prohibit them and they are a cost incurred by a reasonable business person, they are an allowable cost.

Don - Sorry. I misread your comment. Please dock my award fee!

I know of no origin of country requirements other than not using a banned country or slave labor, etc. However, i do know that some DoD and DHS contracts require that all those with acccess to certain computer systems must be American Citizens. This could cause a problem if you plan to outsource services abroad.

Don - I do not agree with you when yousay a fixed price award fee contract is not an incentive contract. True FAR 16.401(a) says (i)ncentive contracts as described in this subpart are appropriate when a firm-fixed-price contract is not appropriate. Hopwever, i believe in this case they are speaking of true FFP contracts, not hybred FFP/Award Fee Contracts. FAR 14.404 is entitled Fixed-price contracts with award fees. 16.404(a)(1) says that in a fixed price contract with award fee "This price (the established fixed price) will be paid for satisfactory contract performance. Award fee earned (if any) will be paid in addition to that fixed price." So, if the FAR part dealing with incentive contracts says there is a fixed price incentive contract, why do you say there is not?