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1 gvernment cntracts special update A PUBLICATION OF VENABLE'S GOVERNMENT CONTRACTS TEAM AUTHORS Terry L. Elling Dismas Lcaria February 2009 GSA PROPOSES SEVERAL SIGNIFICANT CHANGES TO ITS FEDERAL SUPPLY SCHEDULE CONTRACTING PROGRAM Backgrund: On January 26, 2009, the General Services Administratin ( GSA ) issued a prpsed rule seeking t revise Part 538, Federal Supply Schedule Cntracting, f the General Services Administratin Acquisitin Regulatin ( GSAR ). 74 Fed. Reg. 4,596 (Jan. 26, 2009) (herein referred t as the Prpsed Rule r Rule ). Althugh sme aspects f this Rule relate t the rerganizatin f Part 538, GSA als prpses several significant changes that will affect Federal Supply Schedule ( FSS ) cntracting (cmmnly referred t as GSA Schedule cntracting) in the future. In advancing this Rule, GSA received and cnsidered 36 cmments in respnse t the Advanced Ntice f Prpsed Rulemaking. The deadline fr cmments n the Prpsed Rule, which will be cnsidered in frmulating the final rule, is March 27, The Prpsed Rule: Over the past several mnths, GSA has issued several prpsed rules seeking t revise prtins f the GSAR. Each f these rules is a result f the GSA Acquisitin Manual ( GSAM ) rewrite initiative. The fcus f this initiative is t revise the GSAM t maintain cnsistency with the Federal Acquisitin Regulatin (FAR) and t implement streamlined and innvative acquisitin prcedures. The GSAM incrprates the GSAR, which supplements the acquisitin plicies and prcedures f the FAR. Fr instance, the FAR addresses Federal Supply Schedule Cntracting at FAR Part 38, which the GSAR supplements with slicitatin and cntract prvisins and clauses at GSAR Part 538. FSS Cntracts: The Federal Supply Schedule ( FSS ) is a prgram administered by GSA whereby indefinite delivery, indefinite quantity multiple award cntracts are ffered t cmmercial vendrs t allw federal agencies the ability t harness the cmpetitive nature f the cmmercial marketplace. This cmpetitin ensures the gvernment receives reasnable prices, which in turn permits gvernment agencies t use simplified cmpetitin requirements when prcuring cmmercial prducts and services. This arrangement affrds agencies the benefits f shrter lead-times, lwer administrative csts, and reduced inventries, while prmting cmpliance with varius envirnmental and sciecnmic laws and regulatins. A FSS cntract des nt bligate federal dllars r require cntractrs t perfrm a service r prvide a prduct. Rather, these cntracts perate as a type f pre-apprval prcess, whereby a cntractr agrees t varius terms and cnditins, including a pricing arrangement, against which gvernment

2 agencies can place rders. Only after a purchase r task rder has been issued against a cntract, bligating federal dllars, is the cntractr required t perfrm. Tday, GSA administers apprximately tw dzen industryspecific Schedule cntracts, which prvide federal agencies access t ver 11 millin cmmercial prducts and services. Summary f January 26, 2009 Prpsed Rule: Amng the varius changes t GSAR Part 538, Federal Supply Schedule Cntracting, GSA prpses significant changes t the Cmmercial Sales Practice Frmat, and acknwledges and addresses teaming arrangements. The Cmmercial Sales Practices ( CSP ) Frmat GSA prpses changes t its Cmmercial Sales Practices ( CSP ) Frmat, which has been GSA s lngstanding methd fr evaluating the fairness and reasnableness f fferrs pricing. Due t many cmmercial vendrs n lnger selling frm catalg pricelists, the hallmark f the frmer CSP Frmat framewrk, and the large number f services being ffered under FSS cntracts, GSA nw prpses splitting its CSP Frmat int tw frmats ne fr supplies and/r services with an established catalg pricelist, and a secnd fr supplies and/r services withut an established catalg pricelist. GSAR , Cmmercial Sales Practices Frmat Supplies and/r Services With an Established Catalg Price (CSP-1) CSP-1 is GSA s traditinal methd fr evaluating fferrs pricing (i.e., using catalg pricelists). Nevertheless, t imprve the slicitatin prcess, GSA revised the Instructins sectin t give the cntracting fficer the discretin t change fferr estimated sales t cnfrm t the level f sales expectancy. The preamble f the Prpsed Rule prvides that the discretin f the cntracting fficer will be a business decisin based upn the cntracting fficer s analysis f the fferr s submissin and a realistic evaluatin f expected sales. If used apprpriately, this discretin culd greatly benefit bth the gvernment and vendrs, because vendrs wuld then have a realistic expectatin f sales, based upn which they culd extend their best pricing. GSAR , Cmmercial Sales Practices Frmat Supplies and/r Services with Market Pricing Withut an Established Catalg Price (CSP-2) CSP-2 is GSA s direct respnse t the grwing number f cmmercial vendrs that n lnger sell ff f a catalg pricelist and the large number f services ffered and prvided. This new frmat cntemplates pricing withut a catalg pricelist, and the pricing f prfessinal services in accrdance with the Service Cntract Act. Nt surprisingly, this frmat is substantially mre cmplex and invlved than the CSP- 1 Frmat. Teaming Arrangements Often times, varius entities wrk, r team, tgether in rder t meet the prcurement needs f the federal gvernment. Typically these arrangements are slidified thrugh agreements between the teaming parties. Previusly, the GSAM and GSAR did nt discuss such arrangements r hw they wuld be viewed r handled in the cntext f FSS cntracting. The Prpsed Rule prvides guidance and requirements fr these teaming arrangements, referred t in the Rule as Cntractr Partnering Arrangements:

3 Subpart 538.9, Cntractr Qualificatins The Prpsed Rule adds Subpart 538.9, which cnsists slely f sectin , Rles and Respnsibilities f a Cntractr Partnering Arrangement. As the title indicates, this prvisin prvides guidance n the rles and respnsibilities f partners perating under a FSS purchase r task rder, as well as advising that the partnering agreement utline all FSS partners. Implicitly, the Rule requires a lead partner be chsen. This lead partner will be respnsible fr serving as the gvernment s pint-f-cntact. Furthermre, the Rule states that [e]ach partner is respnsible fr the terms and cnditins f its respective FSS cntract, including any prpsed unit prices r hurly rates. Finally, the prvisin prvides that any partnering agreement can nt cnflict with the underlying terms f each partners FSS cntract, and that the gvernment is nt a party t any partnering agreement. Subpart , Cntract Administratin The Prpsed Rule adds Subpart , which includes sectin , IFF and Cntractr Partnering Arrangements. This prvisin prvides that [c]ntractrs participating in Cntractr Partnering Arrangements abide by their respective cntracts, including cmpliance with clause , Industrial Funding Fee and Sales Reprting. This requirement will be incrprated int FSS cntracts thrugh the use f GSAR Clause , Cntractr Partnering Arrangements (I-FSS-40). Ntably, this clause is nt applicable t purchase r task rders issued by the Department f Veterans Affairs. Other Changes. In additin t the abve issues, the Prpsed Rule includes many ther changes, as well as cmmentary regarding ther aspects f Federal Supply Schedule Cntracting. The changes and cmmentary are in respnse, in sme cases, t thse wh respnded t the Advanced Ntice f Prpsed Rulemaking. Sme f the ther ntable changes and cmmentary include: The rerganizatin f the GSAR t mve the slicitatin prvisins t Subpart , Acquisitin f Cmmercial Items, t cnfrm t the FAR. In ding s, GSA als included an verarching prescriptin that directs the cntacting fficer t insert apprpriate prvisins and clauses when applicable. The revisin f the Price Negtiatin Memrandum at GSAR GSA s intent fr this revisin is t clarify the [basis f award r pricing] relatinship f the parties in terms f a percentage r rati. The rejectin f a cmmenter s recmmendatin that GSA prvide guidance n establishing relatinships with dealers/distributrs/resellers under the FSS Prgram in terms f tracking custmer selectins. GSA explained that such a revisin was nt necessary because the Price Reductins Clause can track custmers in dealer/distributr/reseller situatins thrugh the categry f custmers cmpnent.

4 The respnse t a cmmenter s request t clarify the applicatin f the Buy American Act ( BAA ) and the Trade Agreements Act ( TAA ). Specifically, the cmmenter felt the GSAR failed t explain whether the TAA threshld applies t the ttal cntract value, the individual Cntract Line Item value, r the delivery r task rder value. GSA explained that pursuant t FAR (b)(3) the TAA and BAA apply t the ttal value f the cntract, making clarificatin unnecessary. Practitiner s Tips: Althugh the GSAM rewrite initiative and the rerganizatin f Part 538 f the GSAR are welcme develpments, the Prpsed Rule culd have significant implicatins fr current FSS cntract hlders, as well as thse seeking t btain an FSS cntract. Fr example: GSA s changes t the CSP Frmat are welcme, hwever, the changes merely create new and equally rigid tables that fail t accmmdate the myriad f pricing methdlgies f the cmmercial marketplace. Further, the CSP-2 Frmat fr services pses new hurdles and requirements nt previusly fisted upn cntractrs withut catalg pricelists. Indeed, the cntinually evlving CSP Frmat apprach has becme exceedingly cmplex and prblematic fr cntractrs. The cntract prvisins and clauses relating t Cntracting Partnering Arrangements are a step in the right directin; hwever, it fails t address several substantive issues. First, the Rule des nt explain what the utlin[ing] f all FSS partners means. Further, the Rule des nt advise cntractrs n numerus practical and cmplex issues. Fr example, shuld invices be submitted separately r thrugh the lead partner? If they g thrugh the lead partner, what dcumentatin will be required f the lead partner s invices s that the Industrial Funding Fee (the fee that cntractr s pay t GSA t defray its expenses f administering the FSS prgram) fees can be prperly allcated? The verarching prescriptin f the cntracting fficer t include apprpriate prvisins and clauses when applicable in cntracts fr cmmercial items and services appears t be quite brad and withut cncrete limitatins. This culd lead t mre nerus cntracts, a disparity between cntracts, and ultimately a less streamlined and simplified cntracting regime, which defeats the purpse f the FSS Prgram. Interestingly, the Prpsed Rule fails t address the implementatin f these changes. Sme affect the slicitatin prcess, which wuld have n bearing n current cntract hlders. While sme prvisins have implicatins fr current cntracts, there is n discussin r cnsideratin as t hw the final rule will be implemented, smething that generally warrants public cmment and cnsiderable discussin. The Prpsed Rule signals that significant changes with FSS cntracts are cming. Furthermre, with the new Administratin, the next iteratin f the rule may include even mre sweeping changes. If yu are a current FSS cntract hlder, r are cntemplating an FSS cntract, yu may wish t seek advice n hw these changes and ther pssible changes may directly affect yur business.

5 Any cmments t the prpsed rules must be made t GSA Regulatry Secretariat by March 27, Cmments may be submitted electrnically thrugh the site by referencing GSAR Case 2006-G507. Cmments may als be submitted by fax t (202) r by mail t: General Services Administratin, Regulatry Secretariat (VPR), 1800 F. Street, NW, Washingtn, DC Venable ffice lcatins BALTIMORE, MD 750 E. PRATT STREET NINTH FLOOR BALTIMORE, MD t f NEW YORK, NY ROCKEFELLER CENTER 1270 AVENUE OF THE AMERICAS TWENTY-FIFTH FLOOR NEW YORK, NY t f TOWSON, MD 210 ALLEGHENY AVENUE TOWSON, MD t f WASHINGTON, DC LOS ANGELES, CA 2049 CENTURY PARK EAST SUITE 2100 LOS ANGELES, CA t f ROCKVILLE, MD ONE CHURCH STREET FIFTH FLOOR ROCKVILLE, MD t f TYSONS CORNER, VA 8010 TOWERS CRESCENT DRIVE SUITE 300 VIENNA, VA t f SEVENTH STREET NW WASHINGTON, DC t f Gvernment Cntracts Update is published by the Gvernment Cntracts Grup f Venable LLP. Venable publicatins are nt intended t prvide legal advice r pinin. Such advice may nly be given when related t specific fact situatins. This newsletter may be reprduced withut the express permissin f Venable LLP, s lng as it is reprduced in its entirety including the Venable name and lg.

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