36C25620Q0056-007.pdf

CONTRACTOR TEAM ARRANGEMENTS (CTAS)

Potential Offerors may form Contractor Team Arrangements (CTAs) as defined under FAR 9.601, but they are not required to do so. If the potential Offeror that forms a CTA wants all members of the CTA to be considered for evaluation, the CTA must be submitted with bid and must clearly be defined under FAR 9.601(1) or be a Mentor-

Protégé Arrangement that has been approved by the Small Business Administration and include with its quote the information required under subpart (a) of this section, “Instructions regarding FAR 9.601(1) CTAs.”

An offeror may also enter into Prime/Subcontractor arrangements as defined under FAR 9.601(2); however, in this type of arrangement, only the prime will be considered in the evaluation for award. Offerors forming under FAR 9.601(2) are not required to submit any additional documentation regarding the proposed Prime/Subcontractor contractual relationship or the identification and/or qualifications of the proposed Subcontractors.

However, the Government will not consider the members of a “Contract Team Arrangement” defined under FAR

9.601(2)1 for evaluation purposes. Evaluating an Offeror’s quote will be assessed against the identified prime contractor as identified in FAR 9.601(1)

Instructions regarding FAR 9.601(1) CTAs: The Government will evaluate a FAR 9.601(1) CTA provided that the offeror submits a full and complete copy of the document establishing the CTA relationship and containing at least the minimum information required by the solicitation closing date. Although there is no specific form or format that the CTA documents must adhere to, an offeror proposing as a CTA for purposes of evaluation under the requirement is required to address the following in the CTA document:

NOTE: 9.604 Limitations. Nothing in this subpart authorizes contractor team arrangements in violation of antitrust statutes or limits the Government’s rights to-

• Require consent to subcontracts (see subpart 44.2);

• Determine, on the basis of the stated contractor team arrangement, the responsibility of the prime contractor

(see subpart 9.1);

• Provide to the prime contractor data rights owned or controlled by the Government;

• Pursue its policies on competitive contracting, subcontracting, and component breakout after initial production or at any other time; and

• Hold the prime contractor fully responsible for contract performance, regardless of any team arrangement between the prime contractor and its subcontractors.

https://www.acquisition.gov/content/part-44-subcontracting-policies-and-procedures#i1073536 https://www.acquisition.gov/content/part-44-subcontracting-policies-and-procedures#i1073536 https://www.acquisition.gov/content/part-9-contractor-qualifications#i1116049 https://www.acquisition.gov/content/part-9-contractor-qualifications#i1116049

a) Purpose of the CTA: The CTA documents should clearly set forth the purpose of the CTA. CTA must identify the CTA in strict accordance with 9.601 Definition (1) OR (2) AND be subject to rules applicable to said choice.

b) Identify the Parties: The CTA documents should identify the entities which make up the CTA relationship, including the primary point of contact for each of the members of the team and the managing partner, and a statement addressing the obligation of all parties to the CTA to ensure performance of the contract and resulting task orders despite the withdrawal of any member.

The CTA documents should also identify where accounting and other administrative records will be retained during contract performance and upon completion of the contract and any potential task orders.

c) Designation of a “Team Lead”: The CTA documents shall identify the “team lead,” and clearly explain the specific duties/responsibilities of the “team lead” to the other members of the team and to the Government (Note: The

Government requests that the team lead be the primary point of contact with the Government while the quote is under consideration by the Government. This means that the Government will require permission from each non- “lead” member of the team for the Government to discuss confidential/privileged information about the non- “lead” members of the CTA with the designated team lead).

This “release” shall include consent of the proposed CTA members to disclose their past performance information to the

CTA lead.

d) Specific Duties/Responsibilities: The CTA documents shall clearly describe the specific duties/responsibilities of each member of the team as they relate to each other and explain the specific duties/responsibilities that each team member will have for purposes of contract performance. (e.g., one team member will be primarily responsible for performing specific task areas listed in Section (*), while other team members will be primarily responsible for performing other specific task/sub-task areas listed in Section (*), etc. and any guaranteed percentages of potential work allocated to the team members.

e) Pricing and Cost: The CTA document should explain how the team members have divided responsibilities for purposes of proposing price/costs. For example, if one member of the team is responsible for proposed price/costs for a particular labor category, while another entity in the CTA is proposing price/costs for a different labor category, the CTA documents should identify which of the respective team members is responsible for proposing which specific price/cost information.

f) Invoicing and Payment: The CTA document shall explain how the team members have addressed issues relating to invoicing and distribution of payments. For example, the CTA document shall identify which member of the team is responsible for invoicing the Government and distributing payment. Under such circumstances, the CTA document shall clearly indicate that all team members agree to this method of payment. The CTA document should also acknowledge that any dispute involving the distribution of payment will be resolved by the team members themselves, without any involvement by the Government.

g) Replacement of Team Members: The CTA document should address the circumstances and procedures for replacement of team members, including the team lead.

h) Duration of the CTA: The CTA document should address the duration of the CTA, including when it becomes effective, when it expires, and the basis for termination.

i) Representations and Certifications: All members of the CTA shall submit separate representations and certifications as required.

j) Additional Requirements Pertinent to the Total Small Business Set-Aside: Because this solicitation is a Service Disable

Veteran Owned Small Business set-aside, all members of the CTA must be considered small businesses under the NAICS code used in this solicitation and must individually qualify to the size standard of the NAICS code (see FAR

19.101(7)(i)(B)). The CTA demonstrate that the prime contractor/team lead must be a Service Disable Veteran Owned

Small Business.

k) Requirements for Service Disable Veteran Owned Small Business, Veteran Owned Small Business CTAs: For an Offeror that submits a quote as a CTA to be considered a Service Disable Veteran Owned Small Business, or Veteran Owned

Small Business (as applicable) for purposes of award, the prime contractor/team lead must be a Service Disable Veteran

Owned Small Business, or Veteran Owned Small Business respectively, and the CTA must state in detail how the Service

Disable Veteran Owned Small Business will guarantee that a minimum of 51% of the work under the contract will be performed under the size standard or socio-economic classification being claimed. IAW, SBA requirements (see 13 C.F.R.

§ 124.513), FAR 52.219-14 Limitation on Subcontracting & 52.219-3 VAAR Clause;

• Percentages

• Prime Service Disable Veteran Owned Small Business 50%(Minimum)

• Sub-Contractor (Large Business) 50% (Maximum)

If a quote is submitted where the TA percentages are not within the percentage range listed above, the quote will not be accepted. NO EXCEPTIONS.

l) Additional Requirements for Joint-Ventures: Joint-venture offers must be made in the name of the joint-venture entity. The joint-venture contract must identify the managing Venture, the joint-venture members and who will have signature authority on behalf of the joint-venture. The party signing the offer for the joint-venture shall be listed as having such authority. See https://www.sba.gov/federal-contracting/contracting-assistance-programs/all-small-mentorprotege-program for JV requirements.

m) Replacement of Team Members under a FAR 9.601(1) Contractor Team Arrangement (CTA) Contractors that are awarded a contract based on a FAR 9.601(1) are required to obtain PCO approval prior to replacing or deleting team members.

The Contractor request for replacement of team members shall be submitted on official company letterhead to the

CONTRACTING OFFCIER @ *********

The request shall include:

• The Contractor ***** name and contract number.

• The existing team member name, DUNS, and its qualified Task Areas under the CTA.

• The proposing replacement team member including name and DUNS.

• A copy of the new CTA agreement.

• A capability statement for the proposing member demonstrating qualifications that meet or exceed the existing member qualifications under the CTA.

• The Representations, Certifications, and Other Statements of Offers for the proposed new

• CTA member

• The FAR 52.219-1 Small Business Program Representations certification for each proposed new CTA member.

• А copy of the proposed new СТА member's most recent annual report, or if organized as а nonpublic corporation, the organization's most recent asset and liability report.

All proposed new СТА members are subject to а responsibility evaluation in accordance with FAR Subpart 9.1. The contract holder shall indicate if its proposed new СТА member has the necessary financial capacity, working capital, and other resources to perform the contract without assistance from any outside source. If not, indicate the amount required and the anticipated source.

If the PCO determines that a FAR 9.601(1) CTA is proposing unacceptable replacements of existing team members that could adversely affect the ability of the CTA to continue to perform under the contract, the CTA may be subject to termination under the provisions of FAR 52.249-6 or FAR 52.249-8, as applicable.

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