Elements of a CTA Document
Contractor Team Arrangement (CTA) documents are developed by the team members themselves and will vary from one CTA document to another. While not all-inclusive, the below CTA elements are areas that are typically of interest to the government. GSA strongly encourages the submission of the CTA document in response to a Request for Quotation (RFQ), so that an ordering activity can gain an understanding of how the arrangement will work, and can identify any areas of responsibility that may require clarification.
Important Interim Guidance for Ordering Activities on the Use of Contractor Team Arrangements (CTAs):
- Interim Guidance: Ordering activities are responsible for accurately achieving and reporting on their small business goals, including accurate reporting to the Federal Procurement Data System (FPDS). Under CTAs, each contractor has privity of contract with the ordering activity. When a MAS order is awarded with a CTA, small business achievement in contractual terms is based upon the dollar amount of the work the small business contractors perform under the order. FPDS currently will only accept information relating to one contractor per order. The ordering activity must determine which CTA member is realizing most of the revenue on an order and report that contractor's information to FPDS.
- Future Guidance: GSA is working with the Office of Federal Procurement Policy (OFPP) and the Small Business Administration (SBA) to provide further clarity around the use of CTAs, and anticipates issuing final guidance in the future.
Identification of Parties
The CTA document must always be put in writing and signed by each participating GSA Schedule contractor.
Each member of the CTA must be identified by name, address, GSA Schedule contract number, telephone number, and Point of Contact (POC). The CTA document should also state the name, identity, and POC for the team lead.
The name and address of the government contracting agency must be included, and the primary points of contact at the government for specific needs should be identified.
The CTA document should state that it is solely between the team members, and cannot conflict with the terms and conditions of each team member's GSA Schedule contract.
Specific Team Activities
The CTA document must state the various types of activities that will be incorporated into the team arrangement and who is the primary party responsible for the particular activity.
Duration of Arrangement
The duration of the team arrangement must be specified, including any options and an explanation of how the options will work.
Terms of Arrangement
The terms of the CTA must define the whole course of the project. The CTA document must specify the duration, the players, the responsibilities, and the limitations of the various players.
Team Ordering Procedures
The CTA document must list the supplies/services and pricing, including any team lead fees, if applicable, and note that all prices charged to the government are at or below GSA Schedule contract prices.
List of Open Market Items
The wide range of supplies and services offered by GSA Schedule contractors should make the need for open market items minimal. If open market items are required, they must be clearly identified as "open market" in accordance with Federal Acquisition Regulation (FAR) 8.402(f).
Responsibilities of Team Lead
The CTA document must outline and specify the duties of the designated team lead at each phase of the project.
Responsibilities of Team Members
The CTA document must specify and describe the individual duties of the team members.
Pricing and Costs
The CTA document must specify unit prices or hourly rates and how pricing is calculated. If there is a project management fee divided within the team, it should be specified. If there are any award or incentive fees, the CTA document should explain how they will be divided within the team.
The CTA document must state that all team members remain independent contractors, responsible for their own employees.
The CTA document must state whether the team lead or each team member is responsible for a particular part of the project, so that delivery responsibility is clearly established.
Invoicing and Payment
The CTA document must designate who is responsible for invoicing and payment. While the team lead may submit an invoice on behalf of all team members, GSA recommends that payment be made to each team member. GSA recognizes, however, that there may be instances where it is advantageous to craft the CTA document so that payment is made to the team lead who, in turn, pays each team member. Under such circumstances, the CTA document should 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 between the team lead and the team members will be resolved by the team members, without any involvement by the government.
Reporting of Sales and Industrial Funding Fee (IFF) Payment Responsibility
The CTA document must specify that each contractor is responsible for reporting its own sales under its Schedule contract, and for paying the related IFF to GSA. Each team member will track sales all the way through the system by contract number to respond to the IFF reporting requirements.
The CTA document must designate who is responsible for resolving such warranty issues as who should the government contact and when; who will come in and correct the problem; and how compensation will be made within the team.
The CTA document must address each team member's responsibilities and performance requirements so that liability is clearly established.
The CTA document must identify any proprietary information and specify how such information will be handled.
Replacement of Team Members
The CTA document must address the circumstances and procedures for replacement of team members, including the team lead. The CTA document must also state that the team shall obtain the approval of the government prior to replacing any team members.
The CTA document must not create a joint venture or separate subsidiary.