Subcontractor SOW as a Subset of Prime SOW

[kostdiek]

We are a subcontractor only at this point. Recently we were negotiating a subcontract and associated SOW with a prime, and they refused to change one of the tasks because that's what the prime contract task says. However, the change we were suggesting still fit into the scope of the prime contract. The prime task verbiage said "Represent the Government at meetings..." and we suggested changing it to "Attend meetings and provide status updates to Government personnel..." to avoid the representation issue. We did not want "represent the Government" in our SOW. Does anyone have a reference that states the subcontractor statement of work does not have to match the prime contractor SOW, but rather it has to be within scope of the prime contract? I'd like to be able to quote a FAR reference or something to tell this prime in the future that the subcontract tasks do not have to match the prime contract tasks.

[ji20874]

I don't think you'll find a FAR reference -- nothing says a subcontract SOW has to match a prime contract SOW; indeed, one might reasonably think that EVERY subcontract SOW will differ from its prime contract SOW.

[Retreadfed]

We are a subcontractor only at this point. Recently we were negotiating a subcontract and associated SOW with a prime, and they refused to change one of the tasks because that's what the prime contract task says. However, the change we were suggesting still fit into the scope of the prime contract. The prime task verbiage said "Represent the Government at meetings..." and we suggested changing it to "Attend meetings and provide status updates to Government personnel..." to avoid the representation issue. We did not want "represent the Government" in our SOW. Does anyone have a reference that states the subcontractor statement of work does not have to match the prime contractor SOW, but rather it has to be within scope of the prime contract? I'd like to be able to quote a FAR reference or something to tell this prime in the future that the subcontract tasks do not have to match the prime contract tasks.

What does "represent the government" mean? Does it mean that the (sub)contractor can bind the government in any way? This could very well be an inherently governmental function. Also, although it is possible for someone to represent another when there is no contractual relationship between the two, but the party being represented usually must agree to that representation. What assurances does the prime have that the government has/will consent to the sub representing the govenrment (whatever that means)? Remember, consent to subcontract does not mean that the government has agreed with the terms of the subcontract.

[Guest Vern Edwards]

Does anyone have a reference that states the subcontractor statement of work does not have to match the prime contractor SOW, but rather it has to be within scope of the prime contract? I'd like to be able to quote a FAR reference or something to tell this prime in the future that the subcontract tasks do not have to match the prime contract tasks.

You will find no such statement in a government regulation or other government publication.