Questions and Answers 20230420 (for posting).pdf

# Reference Question Answer 867 L.13 In Section L.13, The Amended RFP now includes this statement, “For Mentor/Protege Joint Ventures, subcontracts to the Mentor only count if the Mentor qualifies for that socio-economic category.” There have been a number of interpretations as to what this means. For example, the SBA’s Mentor-Protégé JV regulations specifically anticipate the possibility that a Large Business Mentor to a MPJV may act as a subcontractor to the JV. In order to ensure the Large Business Mentor does not benefit to the detriment of the Protégé member, the SBA includes in its MPJV regulations for both small business JVs and the socioeconomic JVs, a requirement that the work of the Mentor and any of its affiliates at any subcontracting tier will be added to the work done by the JV so that the Protégé will perform 40% of that total value (including the Mentor’s subcontract) rather than just 40% of the amount of work done by the JV, itself. (See, e.g., 13 CFR 125.8 (c) Performance of work.

(1) For any contract set aside or reserved for small business that is to be performed by a joint venture between a small business protégé and its SBA-approved mentor authorized by § 125.9, the joint venture must perform the applicable percentage of work required by § 125.6, and the small business partner to the joint venture must perform at least 40% of the work performed by the joint venture. Except as set forth in paragraph (c)(4) of this section, the 40% calculation for protégé workshare follows the same rules as those set forth in § 125.6 concerning supplies, construction, and mixed

In this example, although the $40M subcontract has to be counted in determining the amount of work done by the Mentor in the SDVOSB JV, this does not mean that the SDVOSB JV can count that amount towards its socioeconomic goals associated with the proposed Small Business Participation Commitments.

Answers to bulleted questions are as follows:

A. No

B. Partially correct. The 40% subcontracted will not count towards goals; however, since that $40M subcontract has to be considered in the work split between the Protégé and Mentor, the percentage performed by the Protégé would be lower than this example originally considered unless the amount of Protégé work increased (i.e., Protégé doing 40% of $60M versus 40% of $100M).

C. Yes, the SDVOSB JV would have to take into consideration the additional work that must be performed by the Protégé because the work done by the Mentor as a subcontractor is added to the amount done by the MPJV Prime in order to calculate the percentage that the Protégé must perform. The SDVOSB MPJV would receive credit towards goals not including any amount contracts, including the exclusion of the same costs from the limitation on subcontracting calculation (e.g., cost of materials excluded from the calculation in construction contracts).

(2) The work performed by the small business partner to a joint venture must be more than administrative or ministerial functions so that it gains substantive experience.

(3) The amount of work done by the partners will be aggregated and the work done by the small business protégé partner must be at least 40% of the total done by the partners. In determining the amount of work done by a mentor participating in a joint venture with a small business protégé, all work done by the mentor and any of its affiliates at any subcontracting tier will be counted.

(4) Work performed by a similarly situated entity will not count toward the requirement that a protégé must perform at least 40% of the work performed by a joint venture.”)

For example, if an SDVOSB MPJV were to perform 60% ($60M) of the cost of the contract ($100M) and the MPJV issues a subcontract to the Mentor for the remaining 40% ($40M), the MPJV can only claim 60% of the cost for goal purposes, or, since the Mentor’s work is added to the work of the MPJV, the question is how will the separate subcontract to a Large Business Mentor be counted;

A. Will the MPJV be able to claim 100% of that task order’s cost toward its goal achievement in the SDVOSB/VOSB/SB categories since the subcontracted work to the Mentor is being added to the work of the JV?

subcontracted to the Mentor or one of its affiliates.

D. The language was added in response to other questions on this topic to provide clarification, particularly Q&A #610.

B. Will the 40% that is subcontracted to the Mentor not count at all toward the SDVOSB/VOSB/SB goals so that the SDVOSB MPJV only gets credit for 60% in those categories?

C. Or, will the SDVOSB Prime now have to take into consideration the additional work that must be performed by the Protégé because the work done by the Mentor as a subcontractor is added to the amount done by the MPJV Prime in order to calculate the percentage that the Protégé must perform? In this example, the Protégé must perform at least 40% of what the JV performs, so if the JV is performing $60M and the Protégé does 40% of that $60M, it will need to do $24M worth of work. However, when the additional $40M is added to the work of the JV, the Protégé must now perform $40M (or 40% of the now 100%/$100M). Since the difference in dollar value that the Protégé is now required to perform is $16M, would the MPJV Prime take credit for $60M plus the additional $16M for a total of $76M or 76% of the cost of the contract?

D. If the TAC was not referring to the calculation of the percentage of work performed by a MPJV, please described what the intent of the inclusion of the referenced language is?

868 Q&A 275 The answer to Question #275 continues to cause confusion. The question was posed: “The Offeror must submit a Subcontractor Letter of Commitment for each proposed subcontractor, as well as any parent company, affiliate, division, or subsidiary identified in the Offeror’s proposal. The intended use of such

The answer to Q&A #275 should not have included “or any other credit for under the Self Scoring Worksheet.” Thank you for pointing this out. A Letter of Commitment nor a CTA are required for proposed subcontractors under either SBPC or Veterans Involvement (unless they are also letters is to support Government validation of any subcontractor experience or past performance an offering prime identifies in response to this solicitation” (emphasis added). The second sentence clearly indicates that the intended use of the Subcontractor Letters of Commitment is to support the Government’s validation of subcontractor experience or past performance proposed by the offeror.

Accordingly, please verify the accuracy of the first sentence that states that a Subcontractor Letter of Commitment is required for each proposed subcontractor. (See also the requirement in Solicitation Section L.9, Service-Disabled Veteran Owned and Veteran Owned Small Business Evaluation Factors, paragraph (c) (page 123), which states that [Non- Veteran] Offerors must state in their proposals the names of the SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts” (emphasis added).)

Since the SDVOSBs and VOSBs with whom the offeror intends to subcontract are identified in the Offeror’s proposal, will a Subcontractor Letter of Commitment be required even if they are not being relied upon for a REP or certification.” The answer was, “Since the intent of the letters is to support Government validation of any subcontractor experience or past performance an offering prime identifies in response to this solicitation, the letters are only necessary for each subcontractor that the offeror proposes to receive experience, past performance, or any other credit for under the Self Scoring Worksheet.”

being used under a REP). However, please note the requirement at L.9, VAAR 852.215-70, stating that “Offerors must state in their proposals the names of the SDVOSBs and VOSBs with whom they intend to subcontract and provide a brief description of the proposed subcontracts and the approximate dollar values of the proposed subcontracts.”

While the question was specific to the identification of subcontractors that will be relied on to claim credits for L.9, the same confusion comes up when reviewing the Small Business Participation Commitment files. Subcontractors may be relied upon to claim credit, but may not necessarily be providing REPs.

Please clarify whether subcontractors upon whom an Offeror is relying to “claim points” on the self-scoring sheet under L.9 (“Veterans Involvement”) and the Small Business Participation Commitment, but who are not also providing REPs:

A. Must provide a Letter of Commitment (LOC)? Yes or No.

B. If “Yes,” does that LOC need to include a copy of the Contractor Teaming Arrangement Agreement? Yes or No.

C. If “Yes,” in what Volume should the documents be included?

D. Would that Subcontractor need to provide Section K Reps and Certs whether or not it needs to provide an LOC? Yes or No.

E. Would that Subcontractor need to provide an OCI statement whether or not it needs to provide an LOC?

Yes or No.

If the TAC’s answer clarifying these issues and eliminating the ambiguities in the Solicitation and the published Q&As is that all/most of these documents are, in fact, required, the TAC must then extend the closing date to enable the offerors to obtain these documents

869 General NOTE: TAC has received multiple requests for proposal due date extensions.

The proposal due date/time remains as 1 p.m. Eastern Time on April 24, 2023.