SAM.gov is like the home base of federal government contracting. Everything in federal government contracting seems to either start there, or require using SAM in some fashion. As a consequence, contractors are expected to register on SAM to work in federal contracting. However, it can be easy to overlook registering a joint venture entity on SAM, when contractors making up the joint venture are already registered on SAM. GAO recently took the opportunity to remind contractors of the need to register their joint venture separately on SAM through a bid protest decision.

As frequent readers may notice, this is certainly not the first time we have blogged about the need to stay on top of your SAM registration. Just a few months ago, we blogged about a GAO decision that held contractors must not let their SAM registration lapse at all, even when renewal information was already submitted. In a similar fashion, GAO emphasized the importance of joint ventures being registered on SAM in a bid protest decision. GAO’s decision also reminded contractors to be careful about how they structure their proposals.

In Prak Industries, LLC, B-422517 (Comp. Gen. Jul. 17, 2024), a contractor protested the agency’s decision to find a joint venture ineligible for award, as the joint venture was not registered in SAM. The solicitation at issue was set-aside for “Indian Small Business Economic Enterprise” businesses, and called for janitorial services at a dam complex in Washington. Only two proposals were received. One was from the protester Prak Industries, LLC (“Prak”). However the agency considered that offeror to be from Prak’s joint venture PrakIntegrity Joint Venture (“PrakIntegrity”) not Prak (more on this later). PrakIntegrity is a joint venture between Prak and Integrity National Corporation (“Integrity”). Both Prak and Integrity were separately registered on SAM.gov, but the joint venture PrakIntegrity was not. The solicitation at the center of this protest incorporated FAR 52.204-7 which requires offerors to be registered on SAM.

In the protest, Prak asserts it, not PrakIntegrity, submitted the offer as “the offering entity of an unincorporated joint venture,” and that a box on Form 1449 identified Prak as the offeror. So, by Prak’s logic, the offeror was Prak, who was registered on SAM as required. But the agency, upon reviewing the proposal, felt it was actually an offer from Prak’s joint venture PrakIntegrity. As Prak is registered on SAM, this distinction is critical.

Despite being submitted by Prak, the first page of the proposal apparently stated that PrakIntegrity was submitting the proposal, a joint venture agreement was attached to the proposal, and portions of the proposal stated the joint venture would be the “Prime Contractor” for contracts with responsibility for performance of the contract. During proposal evaluations the Agency reached out to Prak asking if PrakIntegrity had its own UEI and cage code. Prak responded that Prak submitted the proposal “as an unincorporated joint venture” and therefore didn’t have those codes. Basically, Prak admitted that the joint venture was not registered on SAM, as part of the SAM process is obtaining a UEI code (for more on SAM registration, check out our “Back to Basics” post on it here).

GAO agreed with the agency that the true offeror was the joint venture, PrakIntegrity, not one of the members of the joint venture, Prak. Thus, under FAR requirements and the solicitation’s terms, PrakIntegrity was the entity that needed to be registered on SAM.

As admitted by Prak, the joint venture was unincorporated, did not have a UEI, and therefore was not registered on SAM. Consequently, GAO held that the agency’s decision that the joint venture was not eligible for award as reasonable, denying Prak’s protest. As an added reminder, GAO made it clear once again that it is the offeror’s responsibility to create a unambiguous proposal, a very common issue for GAO to cite in cases which it denies a contractor’s protest.

While this is a fairly short case (give it a quick read if you can), it provides a lot of good nuggets for contractors to take with them. First, the big reminder is that if a bid is coming from a joint venture, don’t forget that the joint venture itself is its own entity and must be registered on SAM.gov, even if all its members are already separately registered on SAM. Second, as always, be very careful about how you word a proposal. While this case ultimately came down to the joint venture not being registered on SAM, there was clearly confusion on who the true offeror was. GAO will often point to it being the offeror’s responsibility to create an understandable proposal, not the agency’s responsibility to read between the lines. Contractors need to remember that at the end of the day the burden is on them to make the offeror as understandable as possible, or else risk losing a bid.

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