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Have you ever considered that changing the title of a contract was a change in scope?

Let me dive right into the situation. We have a contract with the clause 52.244-2 "Consent to Subcontract". Contractor issued a subcontract, let's call it 'green m&m'. This contract expired last year. When the contractor re-competed this requirement, they made some changes to the original green m&m SOW. A new contract was awarded with the title of green m&m. About a year down the road, the contractor and subcontract mutually agree to change the title to 'brown m&m' to more accurately reflect the current SOW.

I was told that changing the title of a contract is a change in scope. Remember, the SOW didn't change, just the title.

I understand the whole prime/sub privy issue.

Am I just dumb? I think this is the most asinine thing I have heard so far in my career as an 1102. 

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Are you referring to the title of a subcontract and to a subcontract which expired last year?

if so, what impact or effect does it have on the government?

thanks in advance for your clarification of the word “contract” with respect to what expired and what changed in name. .

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Joel,

Yes. These are subcontracts.

They awarded a new subcontract with the same title as the old. The new subcontract was being confused with the old, so they changed the title.

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j_jude, I think you answered your own question. Avoiding confusion between present and past subcontracts. Oh- you are referring to what you were told. I tend to agree with you. 

Edited by joel hoffman

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Ok. Just making sure I was not loosing it. Our attorney told me that changing the title of a contract/subcontract is a change in scope. I was just floored when I heard that.

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17 hours ago, j_dude77 said:

Am I just dumb? I think this is the most asinine thing I have heard so far in my career as an 1102. 

I am not so sure  "scope" matters beyond the prime contract with regard to application of the consent clause.  As federal contracting legal doctrine scope of competition is related to CICA with regard to the prime contract.  Cardinal change as a legal doctrine  applies to the governments unilateral right to order changes in non-commercial contracting is also a matter of the prime contract.   Again all said generally because I guess anything is possible.

As you also mention that your view is from that of an 1102 the following thoughts came to mind for me as you grapple with the attorney's position.  I am not saying in the following that I agree that scope sifts down to a governments concern in applying the consent right of 52.244-2 rather just giving thoughts on how a title change could stretch to scope as it is viewed in the federal sector. 

In my own language "scope" is in part the type of work anticipated in the original solicitation including whether the original solicitation provided for a change that could be reasonably anticipated.  Performance period and cost are also included but sticking to type of work consider this using your own titles.

Contract old and new implies that it is for green m&ms, contract new changed is by title implied to be for brown m&ms.  Now consider this.    Green I, Green II and then Green III which @joel hoffman notes avoids confusion as to what the contract is for.

All said I can understand the attorney's view if your example of title really implies something salient as a color change.  It opens the door that scope as related to the type of work really is changing even if only captured in a title of a contract as one could assume that by title that brown m&ms are now a part of the contract.

My view if one were changing  titles of a federal contract keep it a duck rather than leaving it  to people to have to determine if it also walks and quacks like the original duck.

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18 hours ago, j_dude77 said:

Let me dive right into the situation. We have a contract with the clause 52.244-2 "Consent to Subcontract"

Could you please elaborate about what this has to do with the consent clause? What was the context of discussion with the attorney about in detail, in relation to the consent clause language? Thanks.

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On ‎12‎/‎13‎/‎2019 at 4:27 PM, j_dude77 said:

Have you ever considered that changing the title of a contract was a change in scope

What do you mean by "title" of a contract?  Where is this discussed in the FAR or in the prime contract?  Where is the "title" of a subcontract indicated in the prime contract?

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10 hours ago, Retreadfed said:

What do you mean by "title" of a contract?  Where is this discussed in the FAR or in the prime contract?  Where is the "title" of a contract indicated in the contract?

Generally on the front page. Do you mean where Is the title of a subcontract indicated in the prime contract? 🤠

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7 hours ago, joel hoffman said:

Generally on the front page.

Joel, what do you mean by title?   I am familiar with contract numbers, but have never seen a contract that has a title like "Gone with the

Wind" or "Titanic."  I have looked at the SF 26, SF 33 and SF 1449 and do not see any block that calls for a contract title.

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1 hour ago, Retreadfed said:

Joel, what do you mean by title?   I am familiar with contract numbers, but have never seen a contract that has a title like "Gone with the

Wind" or "Titanic."  I have looked at the SF 26, SF 33 and SF 1449 and do not see any block that calls for a contract title.

I was asking you whether you were referring to the prime contract or the subcontract.

I was referring to a subcontract title.
Where in a prime contract is the title of a subcontract? Nowhere that I know of. That’s why I wonder what the lawyer is referring to.

For a construction prime contract, the prime contract title is generally always on the front page of the plans and specifications/statement of work/etc. For the service contracts that I’ve worked with it’s similar.  Description, specs work statement, etc. For construction contracts and solicitations using the CII “MasterFormat”, the title is in numerous locations, starting with Division 00, Section 0010. In fact, it is on the cover sheet. 

However, all of that is irrelevant here. The title of a subcontract was changed when they changed subs. So what?  It isn’t part of the contract between the prime and the government. 

 

 

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12 hours ago, joel hoffman said:

I have to agree with Joel Hoffman:

 So what?  It isn’t part of the contract between the prime and the government. 

This should not have nothing to do with us (Government). The subcontractor could named GREENBRONWRED M&M for his own interpretation purposes and still, it should not affect the contract between us (Government) and Prime contractor. 

Are they performing? 

Is their performance satisfactory to the Government?

 

V/R

ROD

 

12 hours ago, joel hoffman said:

 

 

 

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