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Neil Roberts

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About Neil Roberts

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    Southern California/Nationwide
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    World and U.S. travel.

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  1. Where/ How to start learning?

    Aside from flowing down the right requirements on the subcontractor side of the business, if you are also the company's negotiator with customers on the contracts side of the business, you need to be aware that there are terms and conditions (FAR/DFARS/Uniform Commercial Code, etc.) that your company should think about negotiating for inclusion into the customer contract, which are not being proposed by your customer. These are not as obvious as the process for handling the subcontractor side of the business. Perhaps others in this forum could recommend learning tools for you. Examples include data rights and liability.
  2. Where/ How to start learning?

    StePa, Suggest you obtain a free email subscription to the Federal Register to keep abreast of new contract clauses and provisions. Check daily under Department of Defense and GSA (GSA handles FAR) for final final FAR/DFARS regulations. If you want to be a real student, read all the proposed ones as well and get involved with commenting on them. Happy adventure!
  3. Where/ How to start learning?

    Not sure whether your assignment is as a contracts person trying to determine how to review and negotiate terms and conditions of your company's contracts with a prime contractor or whether your assignment is with respect to flowdowns to subcontractors derived from your company's prime contract terms and conditions. Or, is your assignment with respect to both the above? Makes a difference as to learning focus. You may already be aware that FAR/DFARS terms and conditions generally guide Government and do not obligate contractors or subcontractors except where specifically mentioned and incorporated in the contract between the Government and the contractor And, when so incorporated, some such terms and conditions are expressed as mandatory flowdowns to subcontractors, which may require that the 1st level subcontractor flow it to its subcontractors. Other terms flowed to subcontractors by contractors may be business flowdowns which may or may not need to be further flowed by the 1st level subcontractor. Sufficiently confused? Very normal, and you may find different positions regarding a term and condition taken by people which may or may not be in line with your most knowledgeable current position. Try to learn the bases for their position and make up your own mind.
  4. Hi, Vern. I only chimed in with a post because it seemed that some of the other posts may have been leaning in the direction that all contractors are at all times members of the Acquisition Team due to FAR 1.102 (c) , and that therefore everything in FAR is binding on them as a result. Surprisingly, I have met many contractor supplier management employees and managers that actually believe every FAR regulation is applicable to Contractors. They had "good intentions" and beliefs that if FAR guides Agencies and Contracting Officers, Contractors are to be guided by the same. Thanks for your clarification.
  5. FAR 1.102(c) does state that contractors are members of the Acquisition Team. I am not sure how or when that occurs in general. However, the law department for many Contractors, in my experience, would not agree that Contractors are obligated by any FAR regulation that specifies requirements solely for Agencies or Contracting Officers.
  6. Commercial Subcontract

    You should be able to Google standard contracts for the sale/purchase of international goods and download them free and/or buy them. However, you may wish to consult your company's attorney with respect to what I said above, decisions to make regarding application (or opting out) of the 1980 UN Convention on Contracts for the International Sale of Goods, application of the Uniform Commercial Code, and application of the standard terms of purchase currently in use by your company. Bottom line, just blindly adopting some existing form would probably turn out to be the right thing to do for your company only by accident. I have known such accidents to happen when neither party reads the contract, both parties comply with laws such as export and import as a matter of practice, and both parties expectations are met regardless of what the contract says.
  7. Commercial Subcontract

    A subcontract may vary depending on the country where subcontract work is performed, the country where the subcontractor "resides," the country where your company resides and the relationship between the Dubai office and your company. Is the Dubai office considered to be a company under Dubai law or recognized under Dubai law as a company under the laws where your company resides.
  8. tguns: Assuming it is a CAS covered contract with a commercial organization, does FAR 31.205--21 Labor Relations Costs, help you?
  9. In my experience, it would be best practice to flow the clause, indicating that it is included in your prime and applies to the extent applicable.
  10. I may not correctly understand your post. Generally, an affiliate in the business world is a company that is less than 50% owned by another company. In your post, you seem to indicate that you are referring to companies that are wholly owned by another company. If it is an affiliate, the other company should be dealing with it at arms length via a subcontract.
  11. Cost Monitoring Plans

    Is FAR 52.248-1 ALT I Value Engineering relevant to this discussion?
  12. Unless someone can identify a mandatory regulatory requirement or law that the prime must provide pbp, they may agree to do so when and if they want under whatever terms they wish. In my experience, prime contractors do not make interim payments without adequate safeguards. It is bad business to do so and requires costly financial oversight. What those safeguards are, can vary and may be negotiable. My comments are based on my experience and expertise and are just offered as business guidance for whatever it is worth to anyone, since the majority view seems to be there are no regulatory requirements, the prime's business judgement is all that remains. I think I have now moved on and I thank all those involved for these discussions.
  13. Retread, we seem to have different views about FAR. To me, It has a huge impact on the relationship between a prime and its subs. Many FAR clauses, because they are obligations the prime owes to the Government, wind up being business flowdowns in the subcontract in order for the prime to comply with its obligations and/or are adopted as the model for subcontract language even when it is not required to comply with a prime contract obligation to the Government. It is understandable that a company under a firm fixed price contract does not want to disclose actuals. However, the prime is still responsible for ensuring itself that the subcontractor is financially sound before making an interim payment not supported by what it contracted for, a deliverable product. Many commercial financial institutions take liens and so forth on inventory/accounts receivable to protect its loan. Perhaps financial stability assurances could be provided by a financial statement signed off by a 3rd party accounting firm. What I don't hear from siwilliams' company are any counteroffers. Also disappointing, is the apparent lack of reasonable explanation by the prime contractor, other than "it's required," as to why it needs to have actuals. Perhaps the prime needs to select a different supplier and/or the supplier needs a diffferent prime.
  14. The DFARS clause above requires that the prime submit total costs incurred to date. It would be nice if some of the finance types here weigh in on this. it seems to me that if payment to your company was based only on deliverable items, and there was no performance based payment, the prime financial records would reflect that payment for a deliverable item as its cost. However, since payment to your company is not based on that, perhaps the thinking is that the mere negotiated value of the performance payment is not sufficient for the prime to meet its obligation to the Government to disclose total costs incurred to date, and that the subcontractors costs are to be included, because interim negotiated performance payment is not a cost. If such disclosure is your only objection, I suggest you get finance types together to understand the rationale for the prime's request and whether the prime rationale is reasonable and necessary. Failing that, as I previously indicated, your company may need to give up the performance payments and resubmit a proposal with higher fee to reflect added risk.
  15. In my prime contract experience, 52.232-32, suitably modified, is a mandatory prime contract business flow to subcontractors. If not that clause, something so substantially similar, that it would be best to just flow the clause in order to administer the bases for payment. If siwilliams' company has a different proposed term and conditions for performance based payments, it should offer them to the prime. Arguing about whether it is mandatory in its language or "mandatory" from the point of view of the prime, is not fruitful to me. Ditto for DFARS 252.232-7012.
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