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Task Order CLIN Structure

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,When creating a Task Order should the CLIN structure match the base award or should the CLINs be re-numbered? I currently work in an overseas Army contracting office and they want the CLINs to match the base award so the CLINs on the Task Order could read “0002, 0010, 0011, 0025”. Working in the US I was taught to re-number the CLINs after the matching process, because the Task Order is a stand-alone document. The FAR and DFARs seem to be silent on this. Does this just boil down to office policy?

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Numbering the CLINs to match the base award, rather than numbering the CLINs in numerical sequence, seems unorthodox. PepeTheFrog can understand the reasoning behind it. 

The task order is not truly a stand-alone document, it incorporates all of the terms and conditions of the IDIQ. 

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41 minutes ago, misse911 said:

Does this just boil down to office policy?

Yes, that's my read.

 

17 minutes ago, PepeTheFrog said:

Numbering the CLINs to match the base award, rather than numbering the CLINs in numerical sequence, seems unorthodox

Using as implied by the OP is sequential but not consecutive which is allowed by the FAR supplements.  What seems unorthodox to me is not creating new CLINS all together because my read of CLIN usage suggests a CLIN is to represent something unique and task order needs are unique from the parent IDIQ, but that is just me.

20 minutes ago, PepeTheFrog said:

The task order is not truly a stand-alone document, it incorporates all of the terms and conditions of the IDIQ. 

Not necessarily.  Consider by example the ability to change terms and conditions in a GSA-FSS which is a variant of a IDIQ.   Like GSA-FSS agencies do allow within there own IDIQ's the addition or deletion of the parent terms and conditions to a specific task order.  So in essence they become stand-alone.

REF - FAR subpart 4.10 and agency supplements to same.

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6 minutes ago, C Culham said:

Not necessarily.  Consider by example the ability to change terms and conditions in a GSA-FSS which is a variant of a IDIQ.   Like GSA-FSS agencies do allow within there own IDIQ's the addition or deletion of the parent terms and conditions to a specific task order.  So in essence they become stand-alone.

C Culham, if you're willing to bring up sequential versus consecutive...

 

...Have you ever known a woman who was "in essence, pregnant" but not actually pregnant? That's the same as a contract being, "in essence, stand-alone." The contract is either stand-alone (not subject to or related to or issued against any other contract) or it is not. You are either unique (only one copy) or you are not.

Even if you change some terms and conditions of the underlying IDIQ or GSA-FSS, the task order is not stand-alone. Nor is it stand-alone in essence. It is a task order issued against the underlying IDIQ or GSA-FSS, perhaps with one or more terms changed. 

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The CLIN numbering situation misse911 describes likely will be more common with increased automation and Robotic Process Automation.  A few agencies already have contract CLIN data, including numbering, carry over to requisitions produced by program offices.  The contracts office then just verifies to information and converts to a task/delivery order.  A saw a couple demos of agencies using RPA with procurement and carrying over CLIN numbering and description from contracts is exactly how it works.  So this often and even usually results in non sequential numbering on orders, especially with things like IDIQ IT hardware and software contracts.

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6 hours ago, misse911 said:

When creating a Task Order should the CLIN structure match

Should they match?  Not required unless the base contract says it is.

Can they match?  Yes.  And doing so could provide clarity as to what's being ordered.  Trying to match on a task order, though, may be difficult or impossible if the TO is fairly complex.

 

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22 hours ago, PepeTheFrog said:

C Culham, if you're willing to bring up sequential versus consecutive...

I was only willing because as provided by DFAR's, a FAR supplement it is stated -

"PGI 204.7103-2  Numbering procedures. (See DFARS 204.7103-2, DFARS/PGI view (a)  Contract line items shall consist of four numeric digits 0001 through 9999.  Do not use numbers beyond 9999.  Within a given contract, the item numbers shall be sequential but need not be consecutive."

22 hours ago, PepeTheFrog said:

You are either unique

I will give you the argument regarding "stand-alone" as a TO is not independent of the parent IDIQ, I am not sure about a TO not being unique.  No task order, no contract for a specific need under a IDIQ unless the unique TO is issued as an IDIQ orders nothing in and of itself.  A TO does get a unique number from that of the parent IDIQ.

I am not independent of my parents DNA but I am unique in many other ways!   

I will leave it at that.

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38 minutes ago, C Culham said:

"PGI 204.7103-2  Numbering procedures. (See DFARS 204.7103-2, DFARS/PGI view (a)  Contract line items shall consist of four numeric digits 0001 through 9999.  Do not use numbers beyond 9999.  Within a given contract, the item numbers shall be sequential but need not be consecutive."

Thank you, PepeTheFrog has learned something. 

C Culham, PepeTheFrog is not saying a task order is unique. The concept of uniqueness is another example of binary status, like pregnancy. Forget about unique or pregnant.

Instead, focus on stand-alone.

Pepe's frog eyes widened at this discussion a task order is one of the best examples to demonstrate the opposite of what stand-alone contract means. The concept of a task order inherently precludes it from being stand-alone. A stand-alone contract has no relation or dependence to a different contract, which is very different from a task order. 

 

 

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29 minutes ago, PepeTheFrog said:

The concept of a task order inherently precludes it from being stand-alone.

I think a task order's starting place is certainly within the parent schedule or IDIQ contract -- the child cannot exist except for the parent's previously existing, and the child certainly inherits certain attributes and limitations from the parent.  But once the child is born, the child can stand alone. 

  • For example, a contracting officer's decision to terminate a parent schedule or IDIQ contract for the contractor's default does not affect the child task order, which may continue to live its full life, unless the contracting officer purposefully decides to terminate the task order, too.  [To push the human analogy a little further:  Our Constitution prohibits corruption of blood (Art. III, § 3, cl. 2). :-) ]
  • Similarly, a contracting officer can terminate a single child task order for default without affecting the parent schedule or IDIQ contract.
  • On the other hand, if a contracting officer modifies a parent schedule or IDIQ contract after task order issuance, do the new terms and conditions apply to new task orders issued after that date, or to previously-issued task orders as well?  The child task order may or may not inherit the new terms and conditions -- I suppose it it depends on the intentions of the parties.

I am okay with saying task orders are stand alone, and I am okay with saying they are not.  It all depends on what one means by "stand alone," which has not been defined in this thread.

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This is an enjoyable discussion, but you guys are abusing the English language and contracting terminology. 

You are pointing out that task orders can deviate from the IDIQ or last longer than the IDIQ or blah, blah, blah. So what? That doesn't make them stand-alone.

The task order, by definition, by its very essence, is issued against a master contract. That means it is not a stand-alone contract. 

Stand alone. Existing on its own, self-contained. Able to operate by itself without outside assistance. Not dependent on something else.

Stand-alone contract. Not subject to terms and conditions of a separate contract. Not issued under the terms and conditions of a master contract, such as an IDIQ or GSA FSS.

A consulting contract between Deloitte and Google can be stand-alone. Instead, Google can get Deloitte to sign a Master Consulting Agreement first, and then have Deloitte sign a task order against that Master Consulting Agreement. That task order is not a stand-alone contract.

A government contract between the Dept of Justice and Deloitte can be stand-alone. Instead, the Dept of Justice can issue a task order against Deloitte's GSA/FSS Schedule, which is a master contract. 

Is this really so difficult to grasp? 

1 hour ago, ji20874 said:

On the other hand, if a contracting officer modifies a parent schedule or IDIQ contract after task order issuance, do the new terms and conditions apply to new task orders issued after that date, or to previously-issued task orders as well?  The child task order may or may not inherit the new terms and conditions -- I suppose it it depends on the intentions of the parties.

If the task order has a contract clause that says it will change if any changes are made to the master contract, then the task order changes with the master contract. If the task order does not have such a clause, then the task order was issued against the master contract as it existed when the task order was issued. This is simple stuff, but it does not have any bearing on whether or not the task order is stand-alone. 

You guys need to swim underwater and hang out on a lily pad for a few hours. Eat some flies. Think it through.

Why does the concept of a stand-alone contract exist if not to distinguish task orders from...stand-alone contracts, which are not subject to or issued against other contracts?

 

 

 

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Pepe,

Maybe you have been swimming underwater and hanging out on a lily pad too much, and eating too many flies?

You have a particular definition of "stand-alone" in your frog's brain.  Others may have a different, perhaps broader, definition.  That's why I wrote, "I am okay with saying task orders are stand alone, and I am okay with saying they are not.  It all depends on what one means by "stand alone," which has not been defined in this thread."

Let me make you happy:  If I take your definition of "stand-alone," which is that it did not generate from abiogenesis, I agree.  A task order must generate from a parent contract.  If that is all you mean by "stand-alone," then I agree with you.

Not let me possibly frustrate you:  But I don't really like your definition of "stand-alone."  I look at the two words, "stand" and "alone."  I don't see anything there about previous birth.  Inasmuch as a task order, once it has been born from the parent contract, can continue to have life even after the parent is dead, then the task order can "stand," and it can do so "alone" (having inherited the parent's terms and conditions).  So for me, and my understanding of the term "stand-alone," and because I disagree with your definition of non-abiogenesis, I cannot join you in proclaiming that a task order cannot be "stand-alone."  You look at the term from the perspective of the task order's birth (that's fair), and I look at it from the perspective of the task order's continued life (that's fair, too).  I reject any notion that my perspective is wrong or illegitimate -- rather, I see yours as narrower than mine, and mine as broader than yours.

A task order also stands alone in the sense that a debt or obligation under one task order is not easily transferable to another task order -- so not only does each task order stand alone from its parent, it also stands alone from its sibling fellow task orders.

But you will see that I am very tolerant.  I understand that people see things differently and have different assumptions and working definitions, and I am okay with that -- unlike the frog's perspective, I don't require that others see things the way I do.

 

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16 minutes ago, ji20874 said:

I look at the two words, "stand" and "alone."  I don't see anything there about previous birth.  Inasmuch as a task order, once it has been born from the parent contract, can continue to have life even after the parent is dead, then the task order can "stand," and it can do so "alone" (having inherited the parent's terms and conditions).  So for me, and my understanding of the term "stand-alone,"

This is why you are wrong, because you are using a definition you dreamed up in your own mind, that is unrelated to private-industry practice, legal standards, or even the practice of government contracting. You're talking about birth and children. You're also evaluating the two words, "stand" and "alone," separately, and then making up what you think "stand" means and what you think "alone" means in relation to contracts. This is nonsense. This is an error. Roll over. 

21 minutes ago, ji20874 said:

But you will see that I am very tolerant.

"Tolerance is the virtue of the man without convictions."

26 minutes ago, ji20874 said:

I understand that people see things differently and have different assumptions and working definitions, and I am okay with that -- unlike the frog's perspective, I don't require that others see things the way I do.

This is so beautiful. It's stunning and brave. It releases dopamine. But it's a disaster.

To communicate effectively, to maintain order, you need to have coherent definitions. Making up your own definition of a stand-alone contract and saying that task orders against IDIQ master contracts are stand-alone contracts is "contracting heresy." 

29 minutes ago, ji20874 said:

I cannot join you in proclaiming that a task order cannot be "stand-alone."

More accurately, a task order issued against another master contract cannot be "stand-alone." 

Can anyone prove PepeTheFrog wrong? Or is the best rebuttal, "Well, I have my own definition of stand-alone contract and..."

Statement: "A task order issued against (explicitly subject to the terms and conditions of) another master contract, such as an IDIQ or GSA/FSS, cannot be a stand-alone contract."

This is almost a tautology. 

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17 minutes ago, PepeTheFrog said:

Making up your own definition of a stand-alone contract and saying that task orders against IDIQ master contracts are stand-alone contracts is "contracting heresy." 

What is the source for your definition of "stand-alone contract"?

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Pepe,

You need to get off your high horse -- it is unseemly for a frog to be up that high off the ground.  You are adopting a homemade definition and insisting that others use it.  I don't like your homemade definition1, and you don't like my homemade definition.

We approach this matter differently.  I allow for you to have a different definition for "stand-alone," and I show you professional respect -- but the reverse is not true.  I agree that a task order must generate from within a parent schedule or ID contract or something of that sort, but I also declare for all of our readers that the task order can continue living (it can stand alone) even after the parent is dead.

1 If you object to my characterization of your definition as homemade, please answer Matthew's question and tell us the source for your authoritative and dispositive definition of stand-alone contract.

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@Matthew Fleharty and @ji20874: "Stand-alone contract" is a term of art.

As soon as both of you provide the authoritative and dispositive definition for "request for equitable adjustment," PepeTheFrog promises to explain, again, in writing, on this forum, the meaning of "stand-alone contract." 

You might learn something about what "term of art" means in the process. You might learn that terms of art often come about through the practice of professionals in a particular trade, industry, business, or profession. Sometimes terms of art emerge because they help professionals think about, distinguish, understand, or apply concepts or practices. 

What @ji20874 is doing is abusing and misusing a term of art. Call a dog a cat, but please don't call a task order issued against a master contract a "stand-alone contract." That would be an error and misapplication of "stand-alone contract," no matter how many inapt analogies you conjure to suit your perverse definition. 

PepeTheFrog sincerely welcomes someone else to chime in and explain how a task order issued against a master contract is a "stand-alone contract." PepeTheFrog is open to learn and change xir position. 

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I don't think I like frogs anymore -- they are too dogmatic and self-righteous.  If a frog can have its own homemade definition for a term of art, why can't it allow fellow practitioners to also have them?

Before this thread, I always though Pepe was a reasonable frog.  Maybe he got into the locoweed?  I am hoping he'll be back to normal tomorrow.

Stand + Alone.  I am asserting that a task order can stand alone even after the demise of the parent contract, while agreeing that a task order must generate from and inherit characteristics from a parent contract.  The frog is violently fighting my right to assert this.  The frog is wrong.

Lighten up.

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Pepe,  I generally agree with you but there are  a few exceptions where a task order is very close to being a stand alone contract.  For example:

  • GSA instructs ordering agencies on some MAS to determine if the Service Contract Act applies and agencies must obtain appropriate Wage Determinations and require compliance by the contractor.  DOL in enforcing the Act considers the task order to be the contact.
  • Occasionally ordering offices request contractors to perform work outside scope of the contract such as providing equipment under a service contract or labor categories not covered.  When the contractor performs, the parties create a “contract”
  • Some task orders for very complex work such as major IT development don’t easily fit as a simple order.  Take an example of a performance based order valued at several hundred million dollars over a ten year period. About the only thing in common with the master contract is the defined labor categories and some boilerplate T&Cs.
  • Commerce awarded a small business IT services GWAC some years ago.  The contract had no CLINS and thus no prices.  Ordering consisted of offerors providing solutions using whatever labor, equipment, software, networks, subs, etc. they felt appropriate.  The orders were much closer to being a contract than the basic contract was.

So I generally agree with you but I don’t think we can say your position applies in 100% of instances.

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15 hours ago, ji20874 said:

I am asserting that a task order can stand alone even after the demise of the parent contract

Then what's the purpose of 52.216-22(d) which is mandatory for all IDIQ contracts?  Doesn't it ensure the subordinate task order remains subordinate and doesn't become a stand alone entity?

"Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after _______________ [insert date]."

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17 hours ago, PepeTheFrog said:

provide the authoritative and dispositive definition for "request for equitable adjustment"

2014 Contract Attorneys Deskbook, Chapter 21 Contract Changes…..

 

“Request for Equitable Adjustment (REA) – A contractor request (not a demand – see “claim” below) that the contracting officer adjust the contract price to provide an equitable (i.e. “fair and reasonable”) increase in contract price based on a change to contract requirements. REAs are handled under the contract’s Changes Clause.”

 

Your definition and meaning of  "stand-alone contract" PLEASE?

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12 minutes ago, C Culham said:

2014 Contract Attorneys Deskbook, Chapter 21 Contract Changes…..

 

“Request for Equitable Adjustment (REA) – A contractor request (not a demand – see “claim” below) that the contracting officer adjust the contract price to provide an equitable (i.e. “fair and reasonable”) increase in contract price based on a change to contract requirements. REAs are handled under the contract’s Changes Clause.”

 

Your definition and meaning of  "stand-alone contract" PLEASE?

""Will you walk into my parlour?" said the Frog to the Fly."

C Culham, how does that bait taste? PepeTheFrog hopes it didn't leave any lasting scars when you chomped down on the hook. 

Did you compare this definition you found to the one in National Contract Management Association's Desktop Guide to Basic Contracting Terms? Or to the definition in The Government Contracts Reference Book (Nash, Schooner, O'Brien-DeBakey, Edwards), Third Edition?

Please write back again when you find the authoritative and dispositive definition of "stand-alone contract." PepeTheFrog wishes you well on your journey to self-discovery. 

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10 hours ago, formerfed said:

Pepe,  I generally agree with you but there are  a few exceptions where a task order is very close to being a stand alone contract.  For example:

If you find a task order issued against a master contract that is a stand-alone contract, please let PepeTheFrog know. "Very close" does not count. That's like being "nearly unique" or "almost dead" or "close to zero." 

10 hours ago, formerfed said:

So I generally agree with you but I don’t think we can say your position applies in 100% of instances.

My position is that a task order issued against a master contract is not a stand-alone contract. That applies in 100% of instances. 

10 hours ago, formerfed said:
  • GSA instructs ordering agencies on some MAS to determine if the Service Contract Act applies and agencies must obtain appropriate Wage Determinations and require compliance by the contractor.  DOL in enforcing the Act considers the task order to be the contact.
  • Occasionally ordering offices request contractors to perform work outside scope of the contract such as providing equipment under a service contract or labor categories not covered.  When the contractor performs, the parties create a “contract”
  • Some task orders for very complex work such as major IT development don’t easily fit as a simple order.  Take an example of a performance based order valued at several hundred million dollars over a ten year period. About the only thing in common with the master contract is the defined labor categories and some boilerplate T&Cs.
  • Commerce awarded a small business IT services GWAC some years ago.  The contract had no CLINS and thus no prices.  Ordering consisted of offerors providing solutions using whatever labor, equipment, software, networks, subs, etc. they felt appropriate.  The orders were much closer to being a contract than the basic contract was.

*narrow interpretation and application regarding the Service Contract Act, irrelevant

*if that "contract" is separate from the task order against the master contract then it might be a stand-alone contract, but if it is a task order issued against the master contract that nonetheless provides out-of-scope work, it is not a stand-alone contract

*"about the only thing in common" is the part where it is not a stand-alone contract, it follows those defined labor categories and boilerplate T&Cs

*"much closer to being a contract than the basic contract was" only means the task order had more details and specificity, but this example is still a task order issued against a (vague, less detailed) master contract

PepeTheFrog is still open for examples of a task order issued against a master contract that is a stand-alone contract. Who wants a shot at the title?

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Pepe, I agree with your interpretation in the context described.  But in a daily, practical world, the master contract can be just a vey small segment of the agreement between the parties.  In those cases,  the master contract is just a number maybe with some token T&Cs that apply to actual performance. 

Good discussion though.

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Pepe,

Let's look beyond labels.  Let me re-assert the same two assertions I have been making all along.  Please tell me if you agree with neither, either, or both of them (and if either, which one).

  1. A task order must generate from a parent schedule, ID, or some other contract.     YES     NO
  2. A task order may continue to exist even if the parent contract has ended or been terminated.     YES     NO

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31 minutes ago, ji20874 said:

A task order may continue to exist even if the parent contract has ended or been terminated.     YES     NO

Yes, in many circumstances they can and they do. The fact some task orders have a period of performance that is different from the master contract (against which they were issued) does not make those task orders stand-alone contracts. You and others are pointing out minor or major aspects of the task order that differ or deviate or distinguish from the master contract. Those aspects do not make the task order issued against a master contract a stand-alone contract. In fact, the reason you point out those aspects is because they are not stand-alone contracts. If they were stand-alone contracts, there is nothing (no related contract or master contract) from which to distinguish.  

 

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I'm glad you agree that a task order can   stand   alone   from its parent contract.  I wish you had actually read the text of my posts -- if you had, you would be aware that I have never asserted that a task order is a "stand-alone contract"; rather, I have consistently said that a task order can stand alone -- I wish you were able to appreciate the nuance. 

Notwithstanding your obtuseness and your badgering and your shrill voice, I still assert that a task order can stand alone.

Lighten up.

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