xanadu Posted October 20, 2020 Report Share Posted October 20, 2020 Good afternoon. I am asking this question in the context of the recent SBA JV rule changes and also with the GSA MAS schedule consolidation happening in parallel. Context and background 1. We are a protege in a SBA-approved Mentor-protege relationship. The mentor is a firm that graduated from the 8(a) program and is a mid-size business now 2. Both the mentor and protege have our own GSA schedules and we are delivering on contracts awarded through the GSA schedule to each of the firms individually. 3. We recently decided to form a Joint Venture and have signed a Operating Agreement. Questions 1. How easy is it to get a GSA MAS schedule awarded to the JV directly. I was told that the JV has to be existence for 2 years along with the requirement to submit financial statements. The firms are in existence for many years now but the JV is new. Do we have to be performing the work as a JV already ? Will this be deal-breaker for the JV to be awarded the schedule - that the JV is new and there is no work performed under the JV? Follow-up question - if the JV can be awarded a GSA MAS schedule, can we combine the labor categories on each of the firm's GSA schedule for the JV's GSA schedule? 2. Do any of the recent JV or GSA MAS schedule changes cover this situation? Thank you in advance. Link to comment Share on other sites More sharing options...
C Culham Posted October 21, 2020 Report Share Posted October 21, 2020 Considering 13 CFR 124.513(a)(2) the first question for you is have you visited with your SBA representative on the matter? Link to comment Share on other sites More sharing options...
xanadu Posted October 21, 2020 Author Report Share Posted October 21, 2020 Thank you for the response. I already reached out to our SBA rep and he mentioned that the rules are changing and the process is less onerous in terms of documentation for SBA after 11/16/2020. And, I read the FAR clause you described, multiple GSA websites and material and also multiple posts on this forum and still didn't receive the answer. I sent a note to our SBA rep this morning asking the question directly - after reading your post. But if anyone on this forum has experience dealing with MAS schedule through a JV, I was wondering if they can chime in. Thats all. Thanks again for taking the time and pointing me to the FAR clause. Link to comment Share on other sites More sharing options...
formerfed Posted October 21, 2020 Report Share Posted October 21, 2020 Since both parties have their own GSA Schedule contracts, why not just do Contractor Team Arrangements when you propose? You can cite the mentor/protege agreement with your response. Link to comment Share on other sites More sharing options...
xanadu Posted October 21, 2020 Author Report Share Posted October 21, 2020 Thanks for the response, Formerfed. We are hoping for the JV to have an 8(a) status to pursue 8(a) opportunities. I don't believe a CTA with a firm that is not an 8(a) would afford the same status. But it is possible I am missing something. If we form a CTA with the 8(a) protege as the "Team Lead", I am not sure if the CTA can pursue 8(a) procurements ? Link to comment Share on other sites More sharing options...
C Culham Posted October 22, 2020 Report Share Posted October 22, 2020 22 hours ago, xanadu said: Thank you for the response. I already reached out to our SBA rep and he mentioned that the rules are changing and the process is less onerous in terms of documentation for SBA after 11/16/2020. And, I read the FAR clause you described, multiple GSA websites and material and also multiple posts on this forum and still didn't receive the answer. I sent a note to our SBA rep this morning asking the question directly - after reading your post. But if anyone on this forum has experience dealing with MAS schedule through a JV, I was wondering if they can chime in. Thats all. Thanks again for taking the time and pointing me to the FAR clause. I hope you do not find this response too blunt as I really am trying to help..... The reference I provided is not a FAR Clause but to the Code of Federal Regulations and SBA's 8(a) regulation regarding Joint Ventures. The reference your SBA rep is referring to, I suspect, is a proposed rule change whereby SBA would not need to approve your JV agreement if intended for a competitively awarded 8(a) contract but JV approval will most likely still be required for sole source. I say this noting that in October 2020 the SBA proposed a regulation change to the Code of Federal Regulations citation I provided above. This change has not been published as a final regulation yet and will not be until after January of 2021 so that is why I assume the SBA reps reference is to this change. Please read the following link and find the reference to "124.513" to understand more about what I am offering here as thoughts. Here is the link - https://www.federalregister.gov/documents/2020/10/16/2020-19428/consolidation-of-mentor-protg-programs-and-other-government-contracting-amendments Now back to the 13 CFR 124.513 regulation that is currently applicable. SBA must approve your 8(a) JV as of today. Have they? If not then you are in violation of the regulations and if I were a CO on a competitive procurement or a 8(a) sole source I would be compelled to get SBA's approval before awarding to your JV. If and when the regulations change it may be be different if the proposed regulation change is adopted but as it stands right now SBA approval is needed. Did your SBA rep say your JV agreement is "approved". So all told I do not have experience with dealing with MAS schedule through a JV yet here are my responses to your questions - On 10/20/2020 at 12:37 PM, xanadu said: How easy is it to get a GSA MAS schedule awarded to the JV directly. I do not know but a view of GSA website information provides that JV's can be awarded a GSA FSS contract but GSA requires SBA approval of the JV. https://www.gsa.gov/small-business/-become-a-gsa-vendor/explore-business-models/subcontracting-and-other-partnerships Noting GSA's view as stated in the above link I also encourage you to read the current 13 CFR 121.103(h) (link below) and the proposed rule changes for "121.103(h)" regarding how SBA views a Joint Venture and the number of Joint Venture contracts allowable. https://www.ecfr.gov/cgi-bin/text-idx?rgn=div5;node=13%3A1.0.1.1.17#se13.1.121_1103 On 10/20/2020 at 12:37 PM, xanadu said: I was told that the JV has to be existence for 2 years along with the requirement to submit financial statements. I suspect the 2 year issue is related to the "121.103(h)" reference I provided above. On 10/20/2020 at 12:37 PM, xanadu said: Do we have to be performing the work as a JV already ? On 10/20/2020 at 12:37 PM, xanadu said: Will this be deal-breaker for the JV to be awarded the schedule - that the JV is new and there is no work performed under the JV? Both would be GSA's call with regard to their evaluation criteria. However as already provided they would be looking to SBA to ensure the JV is "approved". On 10/20/2020 at 12:37 PM, xanadu said: Follow-up question - if the JV can be awarded a GSA MAS schedule, can we combine the labor categories on each of the firm's GSA schedule for the JV's GSA schedule? My gut reaction is no. The JV is considered a separate entity so "combining" does not make sense. You could in my view state rates for a proposal submitted by the JV that are exactly the same as those you and the other firm have stated for the individual contracts you currently have. I hope this makes sense as combining as a concept does not make sense. On 10/20/2020 at 12:37 PM, xanadu said: 2. Do any of the recent JV or GSA MAS schedule changes cover this situation? There are NO "recent" JV changes by SBA. The are only proposed. As to GSA MAS changes one would need to look to GSA but as already noted and stated by GSA it appears they look to SBA on how JV is viewed for the GSA MAS program. In the end I have tried to provide information that would encourage you to do further research with folks more expert than me and it would seem more than what could be found here on WIFCON since there have been limited responses. You should seek some one who is well versed in SBA 8(a) program matters as well GSA FSS matters. One place to start may be your local Procurement Technical Assistance Center (PTAC). They themselves may be able to help you or they may have references to refer you to. Here is where to find the PTAC near your - https://www.aptac-us.org/ Hope this helps...... Link to comment Share on other sites More sharing options...
Neil Roberts Posted October 22, 2020 Report Share Posted October 22, 2020 3 hours ago, C Culham said: In the end I have tried to provide information that would encourage you to do further research with folks more expert than me and it would seem more than what could be found here on WIFCON since there have been limited responses. You should seek some one who is well versed in SBA 8(a) program matters as well GSA FSS matters. One place to start may be your local Procurement Technical Assistance Center (PTAC). They themselves may be able to help you or they may have references to refer you to. Here is where to find the PTAC near your - https://www.aptac-us.org/ In the further research area, xanadu, you may also wish to take a look at a proposed FAR revision that mentions SBA regulation at 13 CFR 124.513 and 13 CFR 121.103. See, https://www.federalregister.gov/documents/2020/06/05/2020-11159/federal-acquisition-regulation-policy-on-joint-ventures. There is not yet a final effective date for release of this FAR revision being proposed. I mention this because sometimes there is confusion with SBA regulations and FAR. Contracting Officers may follow FAR even when there is a final SBA regulation that contradicts FAR ( I am not saying this is necessarily the case in your situation). If so, they would be waiting for this contrary final SBA regulation to be incorporated into a FAR change in regulation. Link to comment Share on other sites More sharing options...
formerfed Posted October 23, 2020 Report Share Posted October 23, 2020 On 10/21/2020 at 4:28 PM, xanadu said: We are hoping for the JV to have an 8(a) status to pursue 8(a) opportunities. I don't believe a CTA with a firm that is not an 8(a) would afford the same status. But it is possible I am missing something. If we form a CTA with the 8(a) protege as the "Team Lead", I am not sure if the CTA can pursue 8(a) procurements ? Yep, I’m pretty sure you are correct. Link to comment Share on other sites More sharing options...
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