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  • Question

    Is it acceptable to attach an excel version of the Schedule of Supplies or Services and Prices/Costs and reference it in Section B to enforce the fact that the pricing is binding? This logic is similar to a large work statement being attached, yet referenced in Section C.


    Answer

    1. The FAR, DFARS and DFARS PGI references quoted below in pertinent part are applicable to this response.

    FAR 15.204-2 -- Part I -- The Schedule
    The contracting officer shall prepare the contract Schedule as follows:
    (b) Section B, Supplies or services and prices/costs. Include a brief description of the supplies or services; e.g., item number, national stock number/part number if applicable, nouns, nomenclature, and quantities.

    DFARS Subpart 204.71--Uniform Contract Line Item Numbering System
    DFARS 204.7101 – Definitions
    “Attachment” means any documentation, appended to a contract or incorporated by reference, which does not establish a requirement for deliverables.

    “Exhibit” means a document, referred to in a contract, which is attached and establishes requirements for deliverables. The term shall not be used to refer to any other kind of attachment to a contract. The DD Form 1423, Contract Data Requirements List, is always an exhibit, rather than an attachment.

    DFARS 204.7102 – Policy
    (a) The numbering procedures of this subpart shall apply to all— (1) Solicitations; (2) Solicitation line and subline item numbers; (3) Contracts as defined in FAR Subpart 2.1; (4) Contract line and subline item numbers; (5) Exhibits; (6) Exhibit line and subline items; and (7) Any other document expected to become part of the contract

    DFARS 204.7103 – Contract line items
    DFARS 204.7103-1 – Criteria for establishing
    (a) Contract line items shall have all four of the following characteristics; however, there are exceptions within the characteristics, which may make establishing a separate contract line item appropriate even though one of the characteristics appears to be missing—
      (1) Single unit price. The item shall have a single unit price or a single total price, except— (v) When the contract line item is established to refer to an exhibit
      (3) Separate delivery schedule. Each contract line item or service shall have its own delivery schedule, period of performance, or completion date expressly stated (“as required” constitutes an expressly stated delivery term).

    (b) All subline items and exhibit line items under one contract line item shall be the same contract type as the contract line item.

    (c) For a contract that contains a combination of fixed-price line items, time-and-materials/labor-hour line items, and/or cost-reimbursement line items, identify the contract type for each contract line item in Section B, Supplies or Services and Prices/Costs, to facilitate appropriate payment.

    (d) Exhibits may be used as an alternative to putting a long list of contract line items in the schedule. If exhibits are used, create a contract line item citing the exhibit's identifier. See 204.7105(a).

    DFARS 204.7105 – Contract exhibits and attachments
    Follow the procedures at PGI 204.7105 for use and numbering of contract exhibits and attachments.

    PGI 204.7105 – Contract exhibits and attachments
    (a) Use of exhibits.
      (1) Exhibits may be used instead of putting a long list of contract line items or subline items in the contract schedule.
      (2) When using exhibits, establish a contract line or subline item and refer to the exhibit.
      (3) Identify exhibits individually.
      (4) Each exhibit shall apply to only one contract line item or subline item
      (5) More than one exhibit may apply to a single contract line item.
      (7) The Contracting Officer may append attachments to exhibits, as long as the attachment does not identify a deliverable requirement that has not been established by a contract or exhibit line or subline item.

    (b) Numbering exhibits and attachments. [as specified in subdivisions (1), (2), (3) and (4)]

    (c) Numbering exhibit line items and subline items. [as specified in subdivisions (1), (2) and in (3)(ii) - Three-position numbers]

    2. As indicated in FAR 15.204-2(b), the use of CLINs or SLINs in Section B of the contract establishes the “requirements” for deliverable supplies and services; namely, the description, quantity and price of each item. As stated in DFARS 204.7101, an “Attachment” may not be used to establish such contract requirements for deliverables.  Consequently, we do not believe that an “Attachment” to Section B, such as an Excel file, may be used as suggested in this inquiry to enforce the fact that the pricing for the various deliverables under the contract is binding.

    3. However, as set forth in DFARS 204.7101, an “Exhibit” is a document that is referred to in a contract and which is appended to the contract that establishes requirements for deliverables.  DFARS 204.7103-1(a)(1)(v) permits a contract line item to be established to refer to an exhibit. In fact, both DFARS 204.7103-1(d) and PGI 204.7105(a)(1) allow the use of Exhibits instead of putting a long list of contract line items or subline items in the contract schedule (i.e., UCF Section B), which is the case here.  Therefore, given the very large number of CLINs and SLINs involved, we recommend that one or more formal Exhibits as necessary be created to specify the deliverable items, their quantities and their prices and then be appended to the contract in order to establish the contractually binding requirements for these deliverables in this contract. That is, only the basic CLINs need be specified in Section B of the contract that in turn reference any number of individual Exhibits appended to the contract which specify in detail the 8,500 deliverable items.

    4. PGI 204.7105 provides the guidance for structuring the Exhibit(s). When using exhibits, you must establish a contract line or subline item and refer to the exhibit. However, it should be noted that while each exhibit shall apply to only one contract line item or subline item, more than one exhibit may apply to a single contract line item. Therefore, if all of the items have the same contract type, then one CLIN can be established in Section B and refer to any number of separate Exhibits that divide the deliverable items into logical groupings. If the items will have varying payment arrangements (i.e., contract types), then a separate CLIN can be established in Section B for each contract type, and one or more separate Exhibits listing the deliverable items in logical groupings can be referenced in each CLIN.  Additionally, individual exhibits must be numbered in accordance with PGI 204.7105(b), and the line items and subline items of each exhibit must numbered in accordance with PGI 204.7105(c).  Given the quantity of deliverable items involved, we would recommend using “three-position” numbering for the exhibit(s).

    5. In summary, it is our opinion that while the basic CLINs or SubCLINs must be input into the Contracting Activity’s procurement system, the Exhibits describing the individual deliverable items can be created manually and appended to the contract, similar to other contractual documents such as a work statement. That is, we believe that the exhibit line items and subline items (if any) need not be inputted directly into the procurement system, especially given the quantity of items involved in this case.  However, we also recommend that the Contracting Officer work closely with the Contract Administration Office (CAO, presumably DCMA) in order to provide the electronic media (e.g., Excel files or tab-delimited text files) and other information and assistance that the CAO deems necessary to facilitate the incorporation of these Exhibits into the primary contract administration systems such as MOCAS (Mechanization Of Contract Administration Services) and WAWF (Wide Area Work Flow).


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