Consulting Corner

I’m just a contractor whose intentions are good, oh CO, please don’t let me be misunderstood!

Written by Carolyn Seim

 

Government contracting has a lot of jargon to include terms of art.  This specialized language used by the contracting community allows precision in our communications.  Using jargon appropriately demonstrates your credibility, expertise and professionalism to your audience.

There are many contracting terms used day to day that are bandied about incorrectly.  The purpose of this article is to explain or define commonly misused contracting terms.   Let’s avoid confusion  so that your CO (contracting officer) or COR (contracting officer’s representative) can quickly understand you.

The following explanations are at the 10,000 foot level.  Paragraphs can be written about nuances of some of the terms below.  The point is to provide clarity and guidance for common everyday usage.

Amendment v Modification:  These words are not interchangeable.  Both are documents that alter an original document.      An “amendment” alters a solicitation whereas a “modification” or “mod” alters a contract.  So, to change a solicitation, ReefPoint would request an “amendment”.  To change a contract, ReefPoint would request a “mod” usually requiring both parties’ signature.

Best Value: “Best value” is frequently used synonymously for “trade-offs” which is incorrect.  The government attempts to achieve the “best value” or the greatest overall benefit on every acquisition.  The path to “best value” is via evaluating offers.  One evaluation process is “trade-offs” where the Government evaluates both cost/price and non-cost/price factors and awards the contract to the offeror proposing the combination of factors which provides the best value to the government.  A second process is lowest price technically acceptable (LPTA) where non-price factors of a proposal are evaluated to determine which proposals are “technically acceptable” and award is made to the offeror of the technically acceptable proposal with the lowest price.

Clarification v Discussions/Negotiations:  After ReefPoint responds to a solicitation, the Government may come back with some questions.  This written or oral communication between the parties is either a clarification or discussion/negotiation all of which are differing exchanges of information.   Clarifications are limited exchanges to resolve minor or clerical errors of our proposal.  The government is not obligated to seek clarification from all offerors.  Discussions/negotiations are exchanges with the intent of maximizing the Government’s ability to obtain best value.  The CO must enter discussion/negotiation with all offerors still being considered for award.   At this stage, the Government wants you to change your initial proposal.  While the Government is looking for a proposal/quote revision resulting from discussion/negotiations, it is optional for ReefPoint to revise their initial proposal.  Remember, if the CO doesn’t state it explicitly before your conversation begins, ask if you are entering into clarifications or discussions/negotiations.

Clause v Provision:  A clause is a term or condition used in a contract.  A provision is a term or condition used only in a solicitation which applies before contract award.  Clauses remain whereas provisions are deleted at contract award.

Example:  A common “provision” is 52.204-8 Annual Representations and Certifications (Feb 2024).  You won’t find these pages of information in the final awarded contract.  OR another example:  “Provision” 52.204-17 Ownership or Control of Offeror which references CAGE codes.  This “provision” drops off and may be followed up in the contract with “clause” 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020) which also references CAGE codes.

Commitments v Obligations: “Commitments” or “committed funds” are an accounting procedure whereby an agency administratively earmarks funds in anticipate of their “obligations”.  Think of a “commitment” as putting your arms around a pot of money blocking others from dipping into your pot which you have reserved for your own future obligation(s).  An “obligation” is a guarantee by the government to spend appropriated funds.  A binding contract has obligated funds on it.  Think of an “obligation” as removing all or part of your committed funds from your pot of money and applying it to your contract.  As an example, ReefPoint is awarded a contract for $1000 (the obligation) but unbeknownst to the company, the CO has another $500 set aside (the commitment) in anticipation of a mod, like a request for equitable adjustment, immediately available to obligate on our contract.  So, all obligations begin with commitments but not all commitments end with obligations.

Contract Specialist v Contracting Officer:  A “contract specialist” is an individual in the GS 1102 personnel series.  This series also includes procurement analysts, contract negotiators, cost/price analysts and contract administrators.  A “contracting officer” is a person with the authority (a warrant) to enter into, administer, and/or terminate contracts and make related determinations and findings.  So all contracting officers are contract specialists but not all contract specialists are contracting officers.

IDIQ and Task Orders:  Both are a type of contract.  An “IDIQ” or “indefinite delivery indefinite quantity” is a contract where the quantity and delivery of the deliverables are unknown.  During the PoP (period of the performance) of the IDIQ, the government has requirements but can’t predict ahead of time exactly how much and when the deliverables are needed.   “Orders” are placed against the “IDIQ” when a requirement is nailed down.  Because ReefPoint provides services, not supplies, we have “IDIQs” with “task orders”.  “IDIQs” for supplies have “delivery orders”.  So, when communicating with your contracting officer, to get on the same page quickly, be specific.    And as a gentle reminder, always reference your contract number in the subject line and bonus points for attaching a copy to your email.  You may have a couple of contracts to keep track of.  Your CO probably has dozens so help him/her out.

For example, “Dear CO, I have a question about my contract” doesn’t convey the same information as “Dear CO, I have a question about my IDIQ, N00189-23-D-Z004 “ or “Dear CO, I have a question about my task order, N00189-23-D-Z004 N00189-24-F-1234”, please see attachment for ready reference.

Solicitation:  Any request to submit offers or quotations to the Government.  Types of solicitations presented to ReefPoint:

  1. Requests for Proposals (RFPs) – Solicitations under negotiated procedures whereby ReefPoint responds as the “offeror” providing an offer called a “proposal”. A RFP solicits a binding “offer” which if accepted, compels ReefPoint to perform the resultant contract.

 

  1. Requests for Quotations (RFQ) – Solicitations under a GSA schedule whereby ReefPoint responds as the “offeror” providing a “quote” – which is not an offer by the way. A RFQ solicits information (the quote) which cannot be accepted by the government to create a binding contract because quotes are informational and used for planning purposes.  A contract comes into being from a quote only when ReefPoint accepts the Government’s order in response to our quote or the parties mutually agree to a subsequent contract.

Proposal:  An “offer” in a negotiated procurement, the FAR definition.  It is the stuff of nerdy debate among contracting officers to include the US Court of Federal Claims weighing in on when and if a proposal is an offer.  For everyday usage, the CO thinks of the “offer” as $X,XXX.00 in response to a solicitation whereas the “proposal” is the entire package of documents and if applicable, oral presentation, responding to a solicitation.

Note:  An “offeror” can also be a “bidder”.  However, while “bidder” is technically correct, a more accurate and limited definition of “bidder” is one who submits a “bid” in response to a “request for bid” which is very common in construction contracting.  “Offeror” is more pleasing on the CO’s ear than “bidder”.

 

I hope this helps.  If you would like further clarifications or have any other general contracting questions,  please don’t hesitate to reach me at cseim@reefpointgroup.com or 360.620.9195.