Contractor Team Arrangements
A GSA Schedule Contractor Team Arrangement (CTA) is an arrangement in which two or more GSA Schedule contractors team together to provide a total solution to meet a customer's needs. Under Schedule CTAs, contractors complement each other and it allows teams to compete for orders for which they may not qualify independently. GSA encourages the use of CTAs to meet buyer's requirements.
NOTE: FAR 9.6, Contractor Team Arrangements, does not apply to GSA Schedules teaming. Under GSA Schedules, Teaming allows contractors to use their individual GSA Schedules to develop a solution for the government.
The Schedules CTA does not create a separate legal entity, but allows Schedule contractors to meet buyer's requirements by combining the supplies and/or services from each team member's separate Schedule contract in response to a buyer's Request for Quote.
Benefits for Schedule Contractors and Government Buyers
By using a CTA, government buyers can:
- Get a total solution by contractors who team together to complement each other
- Satisfy socioeconomic procurement goals.
By forming a CTA, GSA Schedule contractors can:
- Compete for Schedule orders for which they wouldn't otherwise qualify
- Increase their market share and become more competitive
- Reduce risk by sharing responsibilities with other team members
- Focus on the supplies and services that best match their company's resources and strengths
- Find greater success as a small and/or disadvantaged business
CTAs versus Prime/Subcontractor Relationships
The CTA differs from a partnership between a prime contractor and subcontractor in that all members of the team are equal parties to the contract. Other important differences are detailed below:
|Contractor Team Arrangement (CTA)||Prime Contractor / Subcontractor Arrangement|
|Each team member must have a GSA Schedule contract.||Only the prime contractor must have a GSA Schedule contract.|
|Each team member is responsible for duties addressed in the CTA document.||The prime contractor cannot delegate responsibility for performance to subcontractors.|
|Each team member has privity of contract with the government and can interact directly with the government.||Only the prime contractor has privity of contract with the government and can interact with the government. The prime contractor is responsible for its subcontracting activities. Buying agencies are encouraged to specify in the Request for Quotation (RFQ) that the CO must approve using subcontractors before they can perform.|
|The buying entity is invoiced at each team member's unit prices or hourly rates as agreed in the task or delivery order or GSA Schedule BPA.||The buying agency is invoiced according to the prime contractor's GSA Schedule contract, including any applicable price reductions.|
|Total solutions, otherwise impossible under individual GSA Schedule contracts, can be put together quickly and easily.||The prime contractor is limited to the supplies and/or services awarded on its GSA Schedule contract.|
CTA Guidance for Buyers
- Schedule CTAs are considered a special ordering procedure under FAR 8.403(b).
- FAR 9.6 CTA procedures do not apply to contractor teaming under Schedules.
- The buyer should evaluate the CTA Agreement to ensure they understand the proposed solution and that it meets the requirements of the solicitation.
- Ordering guidance for Schedule CTAs can be found in the MAS Desk Reference, the CTA Guide and CTA training video series.
The ordering activity should evaluate the team agreement to:
- Ensure the proposed solution will meet their needs
- Gain an understanding of how the arrangement will work
- Identify any areas of responsibility that may require clarification
- Identify deficiencies in the CTA in order to understand the probability of successful performance
- Verify proposed prices/rates against MAS contract awarded prices/rates
Government buyers must accurately achieve and report on their small business goals, including accurately reporting to the Federal Procurement Data System (FPDS).
- Under CTAs, each contractor has privity of contract with the buying agency.
- When a Schedule 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.
- The Federal Procurement Data System (FPDS) currently will only accept information relating to one contractor per order. Therefore, the buying agency must determine which CTA member is realizing the preponderance of the revenue for an order and report that contractor's information to FPDS.
Under a Schedules CTA, each member of the team maintains privity of contract and is responsible for their portion of the work per the terms and conditions set forth in their Schedule contract. GSA Schedule contracts contain clause I-FSS-40, Contractor Team Arrangements, which state that contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts.
The CTA teaming agreement should identify each team member's role and responsibility for the work being performed at the order level. These roles and responsibilities are defined by the team, not the government.
The following terms and definitions apply to GSA Schedules teaming:
- "Contractor Team Arrangement" means a Federal Supply Schedule Contractor Team Arrangement (CTA) where an arrangement is established between two or more Schedule contractors who work together to meet agency requirements.
- "Contractor Team Arrangement Agreement" means the written agreement between team members detailing the responsibilities of the team and each team member.
- "Team Leader" means the contractor who has been designated as the leader and whose responsibilities have been outlined in the CTA Agreement.
- "Team Member" means each contractor who is designated as a member of the Team and performs duties as outlined in the CTA Agreement. Each member must hold their own GSA Schedule contract and offer a portion of the solution via the contract.
Contractors may establish CTAs in advance of any known requirement or after requirements are publicized. The CTA Agreement should be submitted with the quotation for review and evaluation by the buyer.
The CTA Agreement document is developed solely by the team partners and submitted to the buyer as part of the response to the solicitation. GSA recommends, at a minimum (additional items may be added by the team to ensure a clear and concise document), the following items be addressed in the agreement:
- Duration of the agreement. Define the duration of the partnering agreement, identify any options, and describe how each option will work.
- Team Leader. Provide detailed outline of Team Leader responsibilities and specify the contractor who will perform as the Team Leader. If the Team Leader will change throughout the order performance period, the document should describe the reasons for such changes and how the Team Leader will be designated during order performance.
- Team Members. Specify the responsibilities of each Team Member and any limitations on those responsibilities.
- Communications. CTAs should outline points of contact for each Team Member (contractor). Since the government has privity with all Team Members, the buyer may communicate directly with CTA Team Members.
- Invoicing and Payments. Designate team responsibilities for invoicing and payment. The CTA document should clearly indicate that all Team Members agree to the method of payment. The CTA Agreement should acknowledge that the Team Members, without any involvement by the government, would resolve any dispute involving the distribution of payment between the Team Leader and the Team Members.
- Legal Relationship. The CTA document must not create a joint venture or separate subsidiary. Each Team Member is operating as a "prime" for the portion of work they are performing.
- Delivery responsibility. State whether the Team Leader or each member is responsible for a particular part of the project, so that delivery responsibility is clearly established.
- Confidential information. Identify any proprietary information and specify how such proprietary information and related rights will be managed.
- Identification of parties. The CTA Agreement should:
- Be documented in writing and signed by each participating GSA Schedule contractor
- Identify each member of the CTA by name, address, GSA Schedule contract number, and Point of Contact (POC)
- State the name and address of the ordering activity
- State that the agreement is solely between the team members
- Conflicting Terms. The CTA Agreement shall not conflict with the terms and conditions of each team member's FSS contract. In the event of a conflict, the FSS contract shall take precedence.
- Specific team activities. State the various types of activities that will be incorporated into the team arrangement and identify who is primarily responsible for each identified activity.
- Independent contractors. The CTA Agreement should state that all Team Members remain independent contractors, responsible for their own employees.
- Replacement of team members. Address the circumstances and procedures for replacement of Team Members, including the Team Leader, and should state that the team must obtain the approval of the ordering activity prior to replacing any team member after receipt of an order.
- Performance evaluation. Clarify under whose name the government should evaluate performance in CPARS. FAR 8.406-7 requires ordering activities to enter evaluations in CPARS for all orders exceeding the Simplified Acquisition Threshold (SAT).
- Reporting of sales and Industrial Funding Fee (IFF) payment responsibility. Specify that each team member is responsible for tracking and reporting its own sales IAW the terms and conditions of the FSS contract and for paying the related IFF.
- Pricing. Specify unit prices or hourly rates and how pricing is calculated; list the supplies/services and pricing, including any team lead task management pricing, if applicable; note that all prices charged to the buyer must be at or below the applicable contractor's FSS contract prices; and explain how any order incentives or fees will be divided within the team if applicable.
- Liabilities. Document each Team Member's responsibilities and performance requirements, so that liability is clearly established.
- Ordering procedures. Document how the team will handle processing orders from the government.
CTAs and Small Business Set-Asides
When forming a Team in response to a small business set-aside, all team members must meet the socioeconomic status for the set-aside and the limitations on subcontracting (FAR 52.219-14) apply, i.e. the small business team members must perform at least 50% of the value of the work to be completed.
Buyers 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 buying activity. When a GSA Schedules 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 buyer must determine which CTA member is realizing the preponderance of the revenue on an order and report that contractor's information to FPDS.
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