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Adding Software Subscription to Software Maintenance Contract

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I recently inherited a software maintenance contract which includes FFP service maintenance and Cost Reimbursable Travel and ODCs. The contract was awarded with the need to move the software to a cloud environment. The technical POC has determined a viable cloud computing company that is able to support the software and requested that I add the company’s monthly subscription fee to the contract as an ODC. The technical POC indicated that they assumed the costs would be handled as an ODC and they estimated it as such when they prepared their IGCE.

What’s the best way for me to add the software subscription to the contract? I do not like the idea of adding the subscription as an ODC since its not a typical ODC expense and it seems odd to pay for a commercial software subscription on a cost reimbursable basis. I’m considering modifying the contract to add a new Software CLIN which we could fund the subscription. I’m also wondering if I should modify the contract at all because maybe the software subscription should be handled as a subcontract to the prime? Any input is greatly appreciated.

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What do you mean when you say that you want to add it "as an ODC" (Other Direct Cost)? ODC is a cost category, it is not a category of deliverable. You don't add stuff to a contract "as an ODC"! You add stuff specified as whatever it is--in this case a service.

Why does the technical point of contact want to the subscription to the contract instead of issuing a separate purchase order to the cloud service provider?

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The contract includes an ODC CLIN. When I say add it as a ODC I meant, add it under the ODC CLIN. The technical POC wants it added because it was part of the original requirement and is only a small amount in comparison to the whole effort. It makes sense to add it, I'm getting hung up on how to add it. I'm leaning towards modifying the contract to add a new FFP CLIN for the subscription.

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An ODC CLIN?! Who writes CLINs for Other Direct Costs? You write CLINs for deliverables. Costs are not deliverables. Oh, well.

I don't understand why you're hung up. If you want the prime to subscribe to cloud services for you, add cloud services to the existing statement of work and the associated FFP CLIN or add a new CLIN and specification of services. Don't tell the prime to just subscribe to the services. Specify the prime's responsibilities with respect to managing the cloud services.

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Thanks for the feedback. I was getting hung up on adding it to a cost reimbursable ODC CLIN. Its common practice at my agency to have one. I see you completely disagree with the practice. As you mentioned, I will add it to a new CLIN. 

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Adding it to the existing contract might cost you more than the subscription itself. If I were the contractor I would charge you for the cost of the work to process the subscription. Moreover, the subscription will be a subcontract, and I would charge you the estimated cost of working with the cloud service provider. Remember, there will be no privity between the government and the cloud service provider, which strikes me as nuts. The government will be, at best, a third party beneficiary. If that.

Surely you know that this is a surreptitious sole source or single source buy, or seems so.

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Here's a different aspect I would look at as well.

I see you indicated the technical personnel indicated the costs were envisioned as an ODC when they prepared the IGCE. My initial reaction to similar claims by technical personnel is then why the requirement was not specified in the SOW and priced accordingly.  If they are attempting to tap into a pot of money (ODCs) for an award made in a prior fiscal year, just make sure you can establish there was in fact a bona fide need for the subscription in the prior fiscal year.  (Of course I don't know the specifics or what type of money is involved but if you are crossing fiscal years I'd make sure I knew the answers.)

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Good point Redskin fan. That's my concern as well. They assumed we could pay for it under this ODC pot and the contract was structured as such. I will definitely make sure there are no bona fide need concerns based on funding types. 

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