Growth Strategies in Teaming and Subcontracting Agreements

Transcription

1 Growth Strategies in Teaming and Subcontracting Agreements Pedro J. Acevedo x

2 Federal Contracting Center (FeCC) a Procurement Technical Assistance Center PRIDCO DLA A division of the Puerto Rico Industrial Development Company (PRIDCO) Cooperative agreement with DoD Part of a nationwide network of 97 PTACs 30 years of experience

3 Goal Mission Puerto Rico Federal Contracting Center To proactively position businesses in the federal government market while actively assisting and matchmaking companies with federal contracts available. To generate employment and improve the general economy of Puerto Rico by assisting business firms to obtain and perform under federal state, and municipal government contracts.

4 Federal Contracting Center Services Technical Support Marketing Training Advocacy DUNS Number SAM SBA and VA Certifications One-on-one counseling Bid preparation GSA Schedules Market intelligence Identify & match bids Forecasting Capturing plan Help you decide if this is the right market for your firm Federal Contracting education Matchmaking events E-training Small Business Administration Federal Procurement Policy Trade Missions

5 Disclaimer Most of the information used for this presentation comes from Govology. Govology is an online support community for small businesses pursuing government contracting opportunities. FeCC is a participating member of Govology. As an added value, FeCC clients may take Govology s courses free of charge.

6 Course Objectives By the end of the presentation you will understand: The benefits of teaming for prime contractors How subcontractors can use teaming to their advantage How to determine the right teaming structure How to find, court, and secure the right teaming partners

7 Case Study: The Story of MicroTech Anthony Jimenez, former Contract Specialist and Lieutenant Colonel, retires from the Army Anthony Jimenez launched MicroTech as a Service Disabled Veteran Owned Small Business. Established strategic relationships with larger firms. Federal sales = $178k MicroTech entered SBA s 8(a) program as a Small Disadvantaged Business. Leveraged Contract Teaming Arrangement(s)(CTA). Secured 2 IDIQ contracts. Federal sales = $1.5 Million.

8 Case Study: The Story of MicroTech MicroTech captured more than $1 Billion dollars in federal contracts. Wins numerous awards and is hailed by industry and government Competitor filed a size protest to SBA MicroTech exits the SBA s 8(a) program 2 years early. Federal sales FY12 = $250 Million.

9 Case Study: The Story of MicroTech Washington Post begins a series of articles investigating MicroTech: For MicroTech, small-business status meant big business as a federal contractor MicroTech transformed lifestyle of its chief executive MicroTech's complex ties Veterans Affairs called it a small-business contract, but a big firm got 90% of the money MicroTech worked with the Department of Veterans Affairs to use a little-known contracting method called a contractor team arrangement on deals worth hundreds of millions of dollars. MicroTech grows too big for a technology contract, but the work stays in the family MicroTech among disabled-veteran-owned firms the VA counted as small Follow up: Two House committees looking into VA deals with MicroTech SBA proposes ban on MicroTech SBA lifts ban on MicroTech after CEO temporarily steps aside Consultant for MicroTech said he vetted inaccurate information with firm s CEO SBA ends suspension of MicroTech CEO after he agrees to ethics and compliance training MicroTech Fights Back Against Post Attacks

10 The Story of MicroTech The Story of MicroTech Fiscal Year Where are they now? Tony Jimenez 2015 Latino Trendsetter Award Recipient Awarded Several New Contracts with a Ceiling Value of More Than $95 Billion!

11 The Story of MicroTech Takeaways: Knowledge is powerful Certifications are helpful Teaming is beneficial Compliance is essential

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13 Contractor Team Arrangement as defined in FAR An arrangement in which Two or more companies form a partnership or joint venture to act as a potential prime contractor. A potential prime contractor agrees with one or more other companies to have them act as its subcontractors under a specified government contract or acquisition program.

14 Policy FAR The Government will recognize the integrity and validity of contractor team arrangements; provided, the arrangements are identified and company relationships are fully disclosed in an offer or, for arrangements entered into after submission of an offer, before the arrangement becomes effective. The Government will not normally require or encourage the dissolution of contractor team arrangements.

15 Benefits of Teaming Maximize complementary skills, resources, and capabilities. Minimize risks. Fill gaps in past performance, experience, technical capabilities. Eliminate barriers (Geographic and Socio-Economic Certifications). Increase competitiveness.

16 Benefits of Teaming for Subcontractors Early engagement and teaming can secure your contract if the team wins. Allows you the ability to pursue opportunities you would otherwise ignore. May enable you to position yourself in a higher level contract without being a prime. Helps to build your experience and performance on contracts with your target agency. Helps you build relationships and gain an inside perspective on upcoming opportunities with your target agency.

17 Types of Teaming Prime/Sub Team Parties enter into a prime/sub relationship. Only the prime contractor has privity of contract with the government. Small firms can team with large firms.

18 Types of Teaming Joint Venture Parties form a separate legal entity. Both parties have privity of contract with the government. Small Business Set Asides - both must be small (exceptions apply: 8(a), HUBZone ). Best structure when government requires certain experience or performance history to be held by the prime.

19 Choosing The Right Teaming Structure

20 Real World Case Study You are a small janitorial & landscaping business in Puerto Rico. After conducting some initial market research, you have determined that one of your top target agencies is the US General Services Administration (GSA). You have also learned that GSA is embarking on a Strategic Sourcing Solution for Building Maintenance and Operations services for Zones 7 through 14. Zone 14 is PR. Let s discuss the next steps in analyzing this opportunity and determining the right teaming structure (if needed) so we can begin planning our win strategy.

21 Step 1: Understand The Rules of Teaming What is allowable? What is prohibited? Affiliation Limitations on subcontracting Seek guidance from your PTAC or SBA Consult with an attorney versed in federal contracting

22 Step 2: Review Solicitation for Teaming Need Analyze Set Aside Type & NAICS Code Limitations on sub-contracting Financial Requirements (Bonding, Mobilization) Performance Requirements/Subcontracting Limitations Scope Your Strengths and Weaknesses Against Section M, Evaluation Factors For Award Past Performance

23 Step 3: Review Solicitation for Teaming Strategy Analyze for Teaming allowances and restrictions Ask Contracting Officer about teaming allowances if unclear

24 Finding & Attracting Teaming Partners

25 Finding Teaming Partners Revisit market research ( Recall competitors, now consider as teaming partners Top firms doing business with your target customers Incumbents Established relationships with strong industry partners Conferences, events, industry days SBA Pronet dsbs.sba.gov (small business teaming partners) Subcontracting Directory Look for contractors with relevant project experience (may not be federal)

26 Attracting Teaming Partners What do they value? Knowledge of government market opportunities, regulations, and risk mitigation. Certifications: Small Business, SDVOSB, 8(a), HUBZone, Woman Owned, etc. Relationships, experience, and performance with agency. Fiscally sound. A well articulated strategy and plan of attack to capture a specific opportunity or multiple opportunities. Competitive intelligence about agency or opportunity gained through market research.

27 Attracting Teaming Partners: Ineffective Approach We are a Veteran Owned Small Business seeking your partnership to win contracts at the Department of Veterans Affairs because the VA is mandated to do business with Veterans first.

28 Attracting Teaming Partners: Effective Approach We are a veteran owned small business seeking a strategic teaming partner to pursue an upcoming 5 year construction contract vehicle with the Department of Veterans Affairs, which will be set aside exclusively for veteran owned small businesses. The value of the contract over 5 years is $25 Million. We have a thorough understanding of the VA s requirements, relationships with both contracting personnel and facilities managers, and a detailed capture plan of how we can win this opportunity. In conducting research on your firm, we feel that you would be an ideal teaming partner to pursue this opportunity due to your strong experience and past performance on both commercial and government projects at medical facilities. If interested, we would like to further explore this opportunity with your team.

29 Legal Aspects of Teaming

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31 Presentation Overview Joint Ventures vs. Prime/Sub Teams Joint Ventures Size Requirements Socioeconomic Requirements Subcontracting and Affiliation Prime/Subcontractor Teams Teaming Agreements & Subcontracts Subcontracting Limitations Ostensible Subcontractor Affiliation

32 Joint Ventures v. Teams Joint Ventures Both parties perform at the prime contract level Parties split profits and losses Parties may form a new legal entity Subcontracting limits apply to JV as a whole Both parties responsible for entire contract Teams Only one party performs at the prime contract level Subcontractor paid on a predetermined basis No new legal entity created Subcontracting limits apply to prime only Only prime responsible for entire contract

33 Joint Ventures v. Teams EXAMPLE SmallCo LLC and BigCorp Inc. form a new entity, BigSmall LLC. The new legal entity will submit a bid, in its own name, under a federal government solicitation Result: BigSmall LLC is a joint venture.

34 Joint Ventures v. Teams EXAMPLE QuickDri LLC intends to submit a bid on a government contract for dry cleaning services. QuickDri agrees to subcontract laundry pick up to Trucks R Us, Inc. Result: QuickDri and Trucks R Us have established a prime/subcontractor team.

35 Joint Ventures Size Size Requirements: Ordinarily, the sizes of joint venture partners are added together to determine the JV s size. If the sizes added together would exceed the size standard for a set-aside contract, the JV is ineligible. NOR ANY MORE

36 Joint Ventures EXAMPLE BigSmall LLC is a joint venture between SmallCo LLC (a $5 million business) and BigCorp Inc. (a $20 million business). The JV wishes to submit an offer on a small business setaside designated with a $24 million size standard. The estimated contract value is $5 million. Result: The JV is ineligible for award. NOR ANY MORE

37 Joint Ventures Size Joint venture may take advantage of individual size treatment rule when: The procurement exceeds 50% of a revenue-based size standard, or For an employee-based size standard, the procurement exceeds $10 million Effective June 30, 2016, the individual size treatment rule will apply to all procurements, not just these larger ones.

38 Joint Ventures Size EXAMPLE BigSmall LLC is a joint venture between SmallCo LLC (a $5 million business) and BigCorp Inc. (a $20 million business). The JV wishes to submit an offer on a small business set aside designated with a $24 million size standard. The estimated contract value is $50 million. Result: The JV is eligible for award.

39 Joint Ventures Size SBA-approved mentor and protégé may JV for any federal procurement for which the protégé qualifies as small. SBA must pre-approve JV agreement for 8(a) contracts JV agreement must meet requirements of 13 C.F.R for all contracts (8(a) and non-8(a)) SBA has proposed universal mentor-protégé program that would expand this benefit to all small businesses Rollout Fall 2016

40 Joint Ventures - Size EXAMPLE BigSmall LLC is a joint venture between SmallCo LLC (a $5 million business) and BigCorp Inc. (a $20 million business). The JV wishes to submit an offer on a small business set aside designated with a $7 million size standard. BigCorp has been approved by the SBA as SmallCo s 8(a) mentor. Result: The JV (if structured properly) is eligible for award.

41 Joint Ventures 8(a) Program 8(a) JV Agreements Must meet all requirements specified in 13 C.F.R At least one JV member must be 8(a) program participant Parties must meet size requirements (note mentor protégé exception)

42 Joint Ventures 8(a) Program Must contain a number of required provisions specified in 13 C.F.R (c), including: Description of purpose of JV Naming 8(a) participant as managing venturer Naming employee of 8(a) as project manager (except populated) Distribution of profits based on performance of work Populated JVs distribute profits based on JV ownership Creating special bank account Several Others

43 Joint Ventures 8(a) Program 8(a) JV agreements must be approved by the SBA prior to award of an 8(a) contract SBA approval not required for non-8(a) contracts, but JV must meet 8(a) requirements to use M/P exception from affiliation In addition to JV agreement, parties may be required to submit documentation Bottom line: 8(a) JVs can take a lot of work to form, so start early (and get help if you need it)

44 Joint Ventures - SDVOSB Must meet all requirements of 13 C.F.R (b) Eligibility: At least one member of the JV must be a SDVOSB Parties must meet size requirements SBA OHA has overturned prior case law stating that a SDVOSB JV cannot be a separate legal entity (e.g., LLC)

45 Joint Ventures - SDVOSB Must contain provisions required by 13 C.F.R (c), including (but not limited to): SDVOSB must be named managing venturer A specific employee of the SDVOSB must be named project manager SDVOSB must be entitled to at least 51% of profits SDVOSB must retain final records

46 Joint Ventures - SDVOSB SDVOSB JV Agreements SBA s prior approval is not necessary for SDVOSB JV agreements SBA will review after an eligibility protest For VA SDVOSB set-aside contracts only: The JV must be a separate legal entity (no joint venture by contract ) The JV must be verified by the VA s CVE before proposal submission

47 Joint Ventures - HUBZone Eligibility: All joint venture partners must be HUBZones As a result, joint venturing relatively unpopular for HUBZone set-asides The good news: Because both parties must be HUBZones, SBA not worried about HUBZone control Few requirements for content SBA has proposed change to allow HUBZones to JV with non HUBZones Final rule likely in Summer/Fall 2016

48 Joint Ventures WOSB Eligibility: One party must be a WOSB or EDWOSB Parties must meet size requirements 8(a) mentor-protégé JVs likely ineligible if mentor is large (see EKCG,LLC, SBA No. VET-255 (2016)). JV Agreements contents: Must demonstrate control by WOSB Similar to SDVOSB JV requirements See 13 C.F.R

49 Joint Ventures - Subcontracting The JV itself, as prime contractor, is subject to the subcontracting limits Where the JV is unpopulated, the legal fiction applies the subcontracting limits to the JV parties For most JVs, no rule regarding work split among JV members The 8(a) participant must perform at least 40% of thejv s work in an unpopulated 8(a) JV

50 Joint Ventures Affiliation Absent an exception, joint venture members are affiliated for purposes of the specific contract they bid upon (13 C.F.R (h)) Three in two rule: JV members may be deemed generally affiliated if the JV is awarded more than three contracts over a two-year period. Not a hard cap on awards Dumbest rule

51 Prime/Subcontractor Teams

52 Teaming Agreements Teaming Agreement: binding agreement to pursue a specific government contract as a prime/sub team. FAR does not require a teaming agreement Procuring agencies sometimes require them Proposed SBA rules would have required teaming agreements in certain settings, but SBA ultimately elected not to require teaming agreements Prime/sub teams usually may be formed without formal teaming agreements

53 Subcontracts Subcontract supersedes/replaces the teaming agreement Much more detailed than teaming agreement Must include mandatory FAR provisions (flowdowns) Essentially required (can t flow down terms orally or by handshake)

54 Limitations on Subcontracting Every set-aside contract contains limits on the amount that the small prime may subcontract Limits sometimes expressed as a performance of work requirement at the prime level (e.g., prime must perform 50%) Jan. 2013: Congress adopted new limits for service and supply contracts in NDAA Corresponding FAR regulation has yet to change May 31, 2016: SBA implements

55 Limitations on Subcontracting Current Regulations New SBA Regulations Service contracts: prime must Service contracts: no more than 50% perform at least 50% of cost of of amount paid by government may contract incurred for personnel be paid to entities that are not Supply contracts: (except similarly situated procurements from Supply contracts: (except nonmanufacturers): prime must procurements from perform 50% of cost of nonmanufacturers): no more than manufacturing, less costs of 50% of the amount paid by materials government may be paid to entities All SB, 8(a) & WOSB set-aside that are not similarly situated contracts: prime must meet All set-aside contracts: prime may requirements with its own meet requirements through use of forces similarly situated entities

56 Limitations on Subcontracting Specialty trade construction: 25% of cost of the contract (excluding materials) Not revised in NDAA or SBA proposal General construction: 15% of the cost of the contract (excluding materials) Not revised in NDAA or SBA proposal Construction contractors may avail themselves of similarly situated entity concept.

57 Limitations on Subcontracting Similarly situated entity: Entity that has the same socioeconomic status as the prime contractor (e.g., small business, 8(a)) Similarly situated entity must be small under the NAICS code assigned to the subcontract Primes are responsible for assigning NAICS codes to subcontracts based on primary purpose of the subcontract

58 Limitations on Subcontracting - EXAMPLE QuickDri LLC is awarded a $2 million small business set-aside dry cleaning contract. QuickDri wishes to subcontract $500,000 to Trucks R Us (a large business) and $750,000 to SlowDri LLC (a small business). QuickDri will self-perform the remainder. Result: Under the 2013 NDAA and new SBA rules, this arrangement is compliant with the subcontracting limits. Note: Under current FAR provisions, we would need to know the costs of the contract incurred for personnel to determine compliance.

59 Ostensible Subcontractor Affiliation What is it? SBA considers a small prime contractor affiliated with its subcontractor for purposes of a set-aside contract where: The prime is unusually reliant upon the sub, and/or The sub will perform the primary and vital portions of the contract Why does it matter? If sizes of prime and sub, combined, exceed size standard, prime is ineligible for award

60 Ostensible Subcontractor Affiliation SBA evaluates ostensible subcontractor affiliation on a case-by-case basis, looking at totality of relationship between the parties Best practice: reduce/eliminate number and severity of ostensible subcontractor risk factors as identified in regulation and SBA OHA cases

61 Ostensible Subcontractor Affiliation Risk Factors: Incumbency Sub is an ineligible incumbent for the prime contract (outgrew size standard or lost 8(a) certification) Division of work The greater the sub s share, the more likely it is to be an ostensible subcontractor. Even if meets the subcontracting limits Sub more likely to be an ostensible subcontractor if it performs more complex or key functions

62 Ostensible Subcontractor Affiliation Risk factors: Management responsibilities If top contract manager (e.g., project manager) is sub s employee, almost certain to be affiliated Other management roles may contribute to a totality finding Experience/expertise Is prime relying on sub for all/most of its past performance or relevant experience?

63 Ostensible Subcontractor Affiliation Risk factors: Transferred personnel SBA OHA recently recognized executive order on right of first refusal BUT, does not apply to management or non-sca personnel

64 Effective & Compliant Teaming Documents

65 Overview General Principles of Effective Agreements Effective & Compliant Teaming Agreements Effective & Compliant Subcontracts Effective & Compliant Joint Venture Agreements

66 General Principles Do Use a specific agreement tailored to your individual situation Consult with professional resources as needed Take time to read drafts and source documents Ensure compliance with applicable regulations Negotiate the best possible deal with your teammate Don t Dust off and use a commercial contract Rely blindly on a template Use free internet templates Be afraid to negotiate even with a large business Rely on handshake or oral deals Assume your teammate has your best interests in mind Assume your teammate knows what the heck it is doing

67 General Principles - Example QuickDri LLC and Trucks R Us form a joint venture to pursue a SDVOSB set-aside contract. QuickDri, the SDVOSB, wants to save money, so it drafts the JV agreement itself based on an 8(a) template it found on an archived SBA website. Result: The template is outdated and for the wrong program. Although the JV is awarded the contract, the award is terminated following a competitor s successful SDVOSB protest. (Based on a real case).

68 General Principles - Example QuickDri LLC intends to subcontract a portion of a set-aside contract to BigCorp.,Inc. BigCorp sends QuickDri its standard teaming agreement. Written on BigCorp letterhead, the teaming agreement includes many provisions favorable to BigCorp, including the ability for BigCorp (but not QuickDri) to terminate the relationship without cause. Too scared to negotiation against a large prime, QuickDri signs the agreement. Result: After the team is awarded the contract, a competitor files a size protest. The SBA holds that the team is in violation of the ostensible subcontractor affiliation rule based in large part on the subcontractor friendly provisions of BigCorp s standard teaming agreement. (Based on a real case).

69 Teaming Agreements FAR does not require teaming agreements Procuring agencies sometimes (increasingly?) require teaming agreements to be submitted with proposals SBA proposed mandatory teaming agreements for certain small business teams, but ultimately decided not to require mandatory teaming agreements (at least not now).

70 Teaming Agreements Why use a written teaming agreement? Lock in commitments from prospective teammates Demonstrate teammates commitment to each other and project Avoid difficult post-award disputes Demonstrate compliance with key requirements Limitation on subcontracting Ostensible subcontractor rule

71 Teaming Agreements A teaming agreement should usually include: Identification of the specific project to be pursued by the prime/sub team An agreement to pursue multiple projects is not a teaming agreement but another form of relationship Use specific agency name and solicitation number when available May reference synopsis, RFI or other pre-solicitation information

72 Teaming Agreements A teaming agreement should usually include: Identification of which company will be the prime contractor and which will be the subcontractor. Be careful about agreement to flip roles depending on small business or socioeconomic requirements Specify what each party brings to the table If applicable, specify that prime contractor meets applicable small business or socioeconomic requirements

73 Teaming Agreements A teaming agreement should usually include: Exclusivity provision Usually, but not always applicable Ensures that subcontractor will not work with any other prime contractors for the procurement and that prime will obtain certain scope from the subcontractor Be careful not to draft overly restrictive provisions that could run afoul of prohibition on restrictions of subcontractor sales to the government.

74 Teaming Agreements A teaming agreement should usually include: Division of proposal responsibilities Prime usually plays the lead role Subcontractor s role usually limited to its own scope and pricing Parties typically agree to go Dutch each party covers its own proposal-writing expenses

75 Teaming Agreements A teaming agreement should usually include: Non-Disclosure Provisions May be encompassed in a separate non-disclosure agreement If so, teaming agreement should refer to NDA A fair teaming agreement equally ensures the protection of both parties confidential information Be wary of prospective teammates suggesting one-sided nondisclosure provisions

76 Teaming Agreements A teaming agreement should usually include: Subcontract provisions Guaranteed award? Terms of subcontract? Negotiation period (potentially renders teaming agreement unenforceable)?

77 Teaming Agreements A teaming agreement should usually include: Termination provisions For convenience? No proposal submitted Another prime contractor wins award Parties unable to agree on subcontract Default Disapproval of subcontractor by Government

78 Teaming Agreements Cyberlock Consulting, Inc. v. Information Experts, Inc., 876 F. Supp. 2d (E.D. Va. 2012): Teaming Agreement was an unenforceable agreement to agree where it: Indicated that the parties would negotiate and execute a future subcontract Stated that the award of a subcontract was dependent on the success of the negotiations Stated that any subcontract was subject to the approval or disapproval of the procuring agency Indicated that workshare framework could change

79 Teaming Agreements Cyberlock Consulting, Inc. v. Information Experts, Inc.,876 F. Supp. 2d (E.D. Va. 2012): The Cyberlock Factors are present in many (if not most) standard teaming agreements Cyberlock was evaluated under Virginia law, so many not apply elsewhere Many large primes are based in Virginia, and their standard Teaming Agreements often include the Cyberlock factors and mandate Virginia law As a small subcontractor, would you sue the prime if it breached?

80 Subcontracts Subcontract supersedes/replaces the teaming agreement Much more detailed than teaming agreement Must include mandatory FAR provisions (flow-downs) SBA regulations provide additional (sometimes little known) subcontract requirements

81 Subcontracts SBA Requirements (13 C.F.R ): All prime contractors (including small businesses) must provide maximum practicable opportunity for small businesses to participate as subcontractors However, a small business cannot be asked to submit a formal subcontracting plan

82 Subcontracts SBA Requirements (13 C.F.R ) Large Prime Contractors: Must submit subcontracting plan and make good faith effort to meet goals Cannot prohibit subcontractor from discussing any material matter pertaining to payment or utilization with the Contracting Officer Assign NAICS codes and size standards to all subcontracts (for NAICS codes, the prime decides ) Provide certain pre-award notifications to unsuccessful small business offerors on subcontracts over $150,000 Notify the contracting officer in writing if a small business subcontractor is paid a reduced price or paid more than 90 days late

83 Subcontracts Large primes sometimes (unintentionally or otherwise) fail to comply with many of the requirements of 13 C.F.R Small businesses must be ready to push back against non-compliant terms.

84 Subcontracts In addition to required flow-downs and SBA mandates, a government subcontract should usually include: Subcontractor s scope of work Payment and invoicing provisions Basis of payment (e.g., fixed-price, T&M)

85 Subcontracts A government subcontract should usually include: Pass through dispute resolution Without it, subcontractor cannot make claims against government Termination provisions May subcontract be terminated for convenience? What are prime (and sub) default rights?

86 Subcontracts A government subcontract should usually include: Non-disclosure provisions (if no separate NDA) Ensured compliance with subcontracting limits (if prime contract is set-aside) Term of subcontract How will prime contract options be addressed?

87 Subcontracts A government subcontract should usually include: Incorporation by reference clause Consider express flow-down of key FAR clauses Lower-tier subcontracting provisions Must prime approve?

88 Subcontracts A government subcontract should usually include: Representations and certifications Conflicts of interest Compliance with laws Suspension/debarment Others

89 Joint Venture Agreements Written JV agreements are required for: 8(a) set-asides WOSB set-asides SDVOSB set-asides Written JV agreements are not required by law (but good to have) for all other government contracts

90 Joint Venture Agreements JV Agreement required provisions: 13 C.F.R (8(a) Program) 13 C.F.R (WOSB Program) 13 C.F.R (SDVOSB Program) HUBZones currently may only JV with other HUBZones, but SBA has proposed to change this policy

91 Joint Venture Agreements A government contracts JV agreement should usually include: Identification of JV as populated or unpopulated Identification of name of JV Identification of managing venture (if any)

92 Joint Venture Agreements A government contracts JV agreement should usually include: Purpose of the JV Usually, to pursue a specific solicitation JV management structure & decision-making If management committee, structure & voting

93 Joint Venture Agreements A government contracts JV agreement should usually include: Role of each party in the JV Management, work share, resources/equipment, capital, etc. Record-keeping & accounting responsibilities

94 Joint Venture Agreements A government contracts JV agreement should usually include: How subcontracting will work Amendments to the JV Agreement Withdrawal from the JV JV termination Dispute resolution

95 Next Webinar

96 Leveraging Mentor-Protégé Programs Overview of Federal Mentor-Protégé Programs Benefits of Mentor-Protégé Programs Affiliation and Joint Venturing Mentor-Protégé Application Process The NDAAs and SBA s Proposed Universal Mentor- Protégé Program

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99 Remember that you are not alone; we have 31 years of experience in helping companies doing business with the Federal Government. Pedro J. Acevedo Program Manager x. 3177