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If one of the partners in a Joint Venture holds a GSA Schedule, can the JV itself use the partner's GSA Schedule to submit a proposal as prime? The JV is also composed of two companies who are in the All Small Mentor Protege program together. The GSA Schedule contract we want to submit a proposal for is an 8(a) set-aside. 

For example: 

Company 1: Joint venture, small business, does not hold GSA Schedule. 

Company 2: Holds GSA Schedule, is a small business, is not 8(a), is the Mentor. 

Company 3: Does not hold GSA Schedule, is a small business, is 8(a), is the Protege. 

Basically, the heart of my question is does the JV itself have the ability to submit a proposal on the 8(a) contract through the Mentor's GSA Schedule, or would the JV itself have to be the legal entity who holds the GSA Schedule to submit a proposal? 

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Harry,

If you want a legal answer, you should ask an attorney.  But you asked here instead, so perhaps you are interested in the opinions of practitioners?  I’ll share my unresearched opinion:  The JV does not hold a schedule contract, and therefore cannot receive an order against a schedule contract.

A question for you:  Is there any reason the JV can’t get its own schedule contract?

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On 6/8/2019 at 2:13 PM, ji20874 said:

Harry,

If you want a legal answer, you should ask an attorney.  But you asked here instead, so perhaps you are interested in the opinions of practitioners?  I’ll share my unresearched opinion:  The JV does not hold a schedule contract, and therefore cannot receive an order against a schedule contract.

A question for you:  Is there any reason the JV can’t get its own schedule contract?

I agree that the JV is not the GSA schedule contractor. 

And how can the actual 8(a) firm on an 8(a) set aside be in control of anything  under the JV agreement related to the GSA schedule if it isn’t the GSA schedule holder?  It can’t. 

It appears that the 8(a) firm is just along for the ride to try to qualify for a set aside. That is specifically addressed in the SBA regulations.

But - you should ask  the SBA your question...

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On 6/6/2019 at 1:10 PM, harry_74 said:

If one of the partners in a Joint Venture holds a GSA Schedule, can the JV itself use the partner's GSA Schedule to submit a proposal as prime? The JV is also composed of two companies who are in the All Small Mentor Protege program together. The GSA Schedule contract we want to submit a proposal for is an 8(a) set-aside. 

For example: 

Company 1: Joint venture, small business, does not hold GSA Schedule. 

Company 2: Holds GSA Schedule, is a small business, is not 8(a), is the Mentor. 

Company 3: Does not hold GSA Schedule, is a small business, is 8(a), is the Protege. 

Basically, the heart of my question is does the JV itself have the ability to submit a proposal on the 8(a) contract through the Mentor's GSA Schedule, or would the JV itself have to be the legal entity who holds the GSA Schedule to submit a proposal? 

Is a partnership or a joint venture contemplated? To avoid confusion, you should refrain from using the word "partner" when referring members of a joint venture, if you mean joint venture. Have you considered a partnership, or a joint venture or a teaming agreement and determined that a joint venture is the way you want to go? I don't know whether the bidder must be an 8(a) firm in order to bid on an 8(a) contract, but it sounds like it could help. If so, company 3 may conceivably be the prime and company 2 the subcontractor in a teaming agreement. Company 2 GSA schedule could be included in the prime proposal by company 3. 

Edited by Neil Roberts
delete orphan paragraph
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On 6/9/2019 at 1:47 PM, C Culham said:

Agree with consulting with experts but you may want to review 13 CFR 124.513 and .520 for some insight.

I should have added that SBA must approve the JV Agreement.  However, how can the 8(a) be the managing partner for the JV and a subcontractor under a GSA schedule contract for performance??  

Answer: It can’t. But ask the SBA. 

 

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On 6/6/2019 at 4:10 PM, harry_74 said:

If one of the partners in a Joint Venture holds a GSA Schedule, can the JV itself use the partner's GSA Schedule to submit a proposal as prime? The JV is also composed of two companies who are in the All Small Mentor Protege program together. The GSA Schedule contract we want to submit a proposal for is an 8(a) set-aside. 

For example: 

Company 1: Joint venture, small business, does not hold GSA Schedule. 

Company 2: Holds GSA Schedule, is a small business, is not 8(a), is the Mentor. 

Company 3: Does not hold GSA Schedule, is a small business, is 8(a), is the Protege. 

Basically, the heart of my question is does the JV itself have the ability to submit a proposal on the 8(a) contract through the Mentor's GSA Schedule, or would the JV itself have to be the legal entity who holds the GSA Schedule to submit a proposal

Not an expert, not a lawyer, but this question is weirdly close to something that came up a in my office a few weeks ago.  So check with people who actually know what they are talking about, such as lawyers, SBA, etc.

Answer: No.  The prime contractor must hold the GSA Schedule (aka, have an IDIQ with GSA).  Otherwise, there is no contract against which the order can be placed.

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Hi everyone,

Thanks for your informative responses. You were correct - we can't submit a response as the JV through the GSA schedule of one of the JV members. We consulted with a lawyer specializing in SBA related matters and they confirmed this for us. 

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