Performance Requirements Under a FFP Change Order

[ScottR]

We were issued a change order by a prime contractor on a DPAS rated FFP production contract.  After 8 months, the price has still not been settled due to prime contractor delays in negotiations.  It is understood that FAR 43.201(b) says that the contractor "must continue performance of the contract as changed".  However, since the customer has failed to "negotiate equitable adjustments resulting from change orders in the shortest practicable time" (43.204(b)(1)), do we have any recourse to drive them to the table?  Can we withhold shipments until price agreement is reached?

[C Culham]

Suggest you contact legal counsel.  As I read you are talking about a prime sub matter and I do not believe the FAR references will dictate what your alternatives might be, your subcontract with the prime will.

[Vern Edwards]

FAR Part 43 does not apply to contractual relations between a prime contractor and its subcontractors, unless the parties incorporated it into the subcontract. If not, then your rights and obligations are determined by the terms of your subcontract and applicable state law.

Call a lawyer.

[Fara Fasat]

Has the prime inserted the DPAS clause - 52.211-15 - or incorporated the DPAS regulations (15 CFR 700) into your subcontract? If so you are required to meet the required delivery dates. Very few options for you. Look for some other leverage. And of course, contact a lawyer before doing anything.

[ScottR]

Thanks for the replies.  After re-reviewing our Changes clause in the subcontract, we have a path forward, but can't stop performance without risking a termination.