Neil Roberts

You might keep in mind that contractors can take the position that government desire to negotiate FAR/Agency clauses of a fully executed contract without a change notice requires consent of the contractor.

@RollerQueen , as described, the "contract" appears to be void, since it was never issued to the contractor. A cancellation implies to me that a contract was issued, enforceable to begin with and must be cancelled in accordance with the cancellation process in the contract. It sounds more like the using function decided it no longer needed the computers? If they did need it, wasn't the money committed to another contract for procurement of the computers?

@realquiet, if a stop work clause was included in the prime contract, it should have been flowed to the supplier with proper alteration of the parties. The changes clause requirements in the prime contract can be considered applicable to the stop work clause order. The order should be flowed from the prime to the supplier. Prime contractors should always include a changes clause in supplier contracts. Such clause should indicate that the supplier agrees to submit a "fully supported" proposal to the prime, or similar language. If so, the supplier can be held in default of its contract with the prime if it does not agree to submit to the prime the detailed information you mentioned,

@rsmith The requirement is to include this clause in applicable subcontracts. When doing so, there is a requirement to disclose to your company in writing. Depending on the exact language you use for your "certification," you should be prepared to explain how a signature actually discloses what to your company in writing. Also, how does your company monitor for receipt of this signature and ensure there is actually no "live" contract in your system until actuated that the signature was received. Bear in mind and discuss with an attorney the risks related to the potential that a recipient of a contract offer may not sign and return your document but accept the offer by performance and thereafter notify your company of a debarment in effect on the date of your subcontract offer.This is a difficult clause to literally comply with. In my CPSR experiences, it can be selected for a focused look. I have found that the best practice is to include the FAR clause in solicitation and contract documents coupled with a strong documented process that ensures the subcontract is not released without a documented debarment check on the date shown on the subcontract. Primes may have a more sophisticated method such as daily Federal Register checks of debarment that trigger a hold on issuance of any system generated contract to a named supplier.

Also see 52.229-3 Federal, State, and Local Taxes.

@Sam79 I don't know what prime's are doing right now. But having spent my career in prime contracts and subcontracts, I would include an economic price adjustment clause in the RFP/ITQ and and also require disclosure of the amount and calculation used for any applicable tariff. I would ensure that the purchase contract with the supplier includes the economic price adjustment clause.

My view: if identified in the schedule, or mandated elsewhere in the contract, maybe. If not, no...a prime contractor is not the government.

@Sue Kranes, you may find relevant information and a sample contract here https://www.mastt.com/blogs/design-build-contract. Not saying how or if this applies to OTA.

@federal contractor, can you provide or identify the FAR or other clause in your contract that covers termination? Also, can you provide the notice sent to you that terminated the contract?

@Steele24 is 52.215-6 included in the solicitation and or contract? If so, how was it answered?

@Steele24. See FAR 9.1 Responsible Prospective Contractors for some useful information relating to affiliates.

Hope this posting replaces the last one so that no one needs to read it when logging on

Why should the government pay the contractor for work outside the scope of work of the contract between the contractor and subcontractor? I assume the complete opposite.

In court actions, De Minimis. https://thelawdictionary.org/de-minimis/.

@Drew, the structure of your prime contract and the language in 52.244-2 does raise some questions. I think I would wind up saying that at a minimum, you are required to submit for consent fixed price procurements that are charged to a cost reimbursement ODC that exceed the greater of the simplified acquisition threshold or 5% of the total ODC estimated cost for all such fixed price procurements thereunder. As a result, I would discuss that interpretation with the customer. It seems to have turned out that you and the customer wish to have more oversight than that. As a result, I would seek some way to obtain something in writing from the customer that your business is comfortable to rely on to protect your business. Protecting from what risk? My experience is that you may be in technical breach of the contract requirements in submitting all such fixed price procurements. The well known major prime contractor I was with was accused by the government audit function of causing the government to waste time and money in reviewing consent submittals that were not required by the contract requirements. It is good to have something in writing to back it up, even if it is not an actual language change to the clause itself, even if you have great government program and government contracting function relations. Your choice as to the risk level.