A “GSA CTA” is a special type of Contractor-Teaming Arrangement (CTA) used only for performing Government Services Administration (GSA) Multiple Award Schedule (MAS) contracts. As detailed in FAR subpart 8.4, Federal Supply Schedules (FSS), GSA CTAs provide a unique teaming opportunity solely for MAS contract-holders and a unique teaming structure somewhere in between FAR subpart 9.6‘s two standard federal contract teaming options: subcontracting and joint venturing. Let’s take a closer look.
Indefinite Delivery Indefinite Quantity (IDIQ) contracts and Multiple Award Contracts (MACs)–including both GSA’s and the Department of Veterans Affairs’ (VA) schedule contracts as well as other types of indefinite contracting vehicles–have rapidly gained popularity over the last few years. With the federal government’s ongoing push toward procurement efficiency and acquisition consolidation, it is easy to see why. Such contracts allow agencies to procure essentially any goods and services in a streamlined and efficient manner.
For future-looking federal contractors–especially those offering more common or commercial goods and services–it appears the place to be is on a FSS, just like the ones administered by GSA and the VA. But these schedules and indefinite contracting vehicles often span significantly longer periods of time than our standard federal single-award contracts. And even after “winning” one of these underlying schedule or indefinite contracts, awardees must remain competitive (and capable of handling whatever quantity and delivery needs arise) throughout the entire ordering period to compete for orders and actually get any of the work.
But some of our smaller federal contractors cannot take on these longer, larger, and more complex contracts solo. Or they may simply want to increase their competitiveness and performance capabilities to win and perform more orders. And so, many prefer bidding these contracts as a team and working as a team to perform the orders.
Now, FAR 9.6 sets out the two standard teaming options for federal contracts: joint venturing and subcontracting. And those standard teaming structures can be used for MAS and FSS work all the same. Indeed, subcontracting is an incredibly common teaming option for government work, including MAS and FSS work. But sometimes, teaming partners prefer more of a “co-prime” structure–potentially both seeking privity of contract with the government client and/or a past performance record of prime government contract work.
So, a joint venture structure would meet those needs, offering an appealing teaming option for most all federal set-aside contracts. But joint venturing generally requires formation of a separate contracting entity with its own SAM.Gov registration. And for GSA’s MAS, a joint venture seeking awards must itself be a schedule contract holder (i.e., the joint venture cannot simply “piggy-back” off awards to one or even to both/all of its venturers). And unfortunately, “on-ramping” a new joint venture can take more time than the solicitation allows.
This is precisely where the GSA CTA becomes an incredibly valuable teaming option for existing MAS contract-holders that hope to work together on their MAS/FSS contracts. As set forth in Revolutionary FAR Overhaul (RFO) subpart 8.4:
(a) The Federal Supply Schedule (FSS) program is directed and managed by GSA and provides Federal agencies with a simplified process to obtain commercial supplies and commercial services at prices associated with volume buying. Agencies must use the FSS, in accordance with 8.104.
(b) When placing an order under the FSS, agencies must follow the ordering procedures established by GSA and found at subpart 538.71. GSA ordering procedures follow all statutory requirements, including the requirements of section 863 of the Duncan Hunter National Defense Authorization Act for Fiscal Year 2009, and have been coordinated with the Office of Federal Procurement Policy for consistency with governmentwide acquisition policy.
But one should really review GSA Schedule Contractor Team Arrangement guidance on GSA’s website for more detailed information on GSA CTAs–as there is a lot more beneficial information detailed therein.
Similar to the language in the FAR, GSA’s guidance generally explains GSA CTAs as agreements between two or more MAS contractors “to combine capabilities to effectively fulfill larger, more complex requirements on a single requirement.” And it confirms GSA CTAs can be “proposed in response to any opportunity under the MAS program unless specifically prohibited by the government buyer.” GSA’s guidance also lists benefits of the GSA CTA structure as follows:
- Compete for MAS orders or Blanket Purchase Agreements that you otherwise wouldn’t qualify for.
- Increase your market share and become more competitive.
- Reduce your risk and share responsibilities.
- Focus on supplies and services that best match your resources and strengths.
- Be more successful as a small business.
GSA’s guidance also covers GSA’s standards for each contractor team member’s roles in the arrangement. It defines the “MAS CTA Lead” as “[t]he MAS contractor who has been designated as the lead to offer a portion of the solution with responsibilities outlined in the MAS CTA agreement”; and the “MAS CTA Member” as “[t]he MAS contractor(s) offering a portion of the solution with responsibilities outlined in the MAS CTA agreement.”
The guidance next discusses the written CTA agreement itself and provides a starting template. A CTA agreement details the responsibilities of the team members and can take one of two forms. The most common form used for GSA’s MAS program is the MAS order-level CTA agreement–an order-specific agreement “established to fulfill the requirements outlined in that order/blanket purchase agreement.” The second option is the generally longer duration MAS contract-level CTA agreement. This is a GSA CTA agreement “incorporated at the MAS contract-level[,]” which is “not specific to a particular order/blanket purchase agreement[,]” and which is “established based on anticipated partnering necessary to fulfill recurring requirements.”
Regardless of the form the CTA agreement takes, however, GSA provides a list of “minimum recommended elements” each agreement should contain, including (but not limited to): identification of all parties, noting which qualify as the MAS CTA lead and member(s); specific team responsibilities; the term/duration of the agreement; ordering and invoicing procedures; the legal relationship of the parties (independent contractors); terms/duties for handling confidential information; the signatures of all team members; and several other standard teaming arrangement terms and provisions. GSA’s guidance also provides helpful outlines of the processes for specifically setting up MAS order-level CTA agreements versus MAS contract-level ones.
Finally, and quite importantly, GSA’s guidance explains the size and socioeconomic status qualifications for GSA CTAs, stating the following:
If you are competing for a requirement set aside for small businesses, the MAS CTA lead and all MAS CTA members must meet the specified socioeconomic status and the limitations on subcontracting as specified in FAR 52.219-14.
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Even though we covered a lot of rules and guidance on GSA’s CTAs above, there is a lot more helpful information on GSA’s website. Additionally, GSA’s guidance links to a very helpful GSA CTA Q&A for answers to some of the more commonly raised questions about GSA CTAs. GSA’s CTAs can be a great opportunity for small businesses to work together on the larger indefinite contract vehicles they may otherwise lack the capabilities, past performance, labor force, capabilities, or general capacity to perform. But like any federal contracting teaming arrangement, it is crucial to follow the rules and set things up the right way the first time.
Questions about this post, GSA CTAs, or other federal contracting matters? Email us. Need legal assistance? Call us at 785-200-8919.
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