Government contractors use different teaming arrangements to best position themselves for a future award. Frequently a key element should be a clear appreciation of the relationship between the teaming arrangement and the desired business outcome. The best approach is to put “a planning team” in place (lawyers and CPAs) before putting “your business team” in place for a proposal. Join us as we help you understand:
•JV’s versus teaming agreement – which is preferable—and when?
•Small business set aside concerns
•Pitfalls – poorly written or nonspecific agreements
•To consolidate or not to consolidate – a look at the financial statement impact
With good planning, you can position yourself to respond to RFP’s effectively, create a positive business relationship, and know what to expect at year-end.
This presentation helps to demystify many legal issues experienced by DBE Subcontractors including the potential benefits of Joint Ventures and the finer points of developing contract agreements with Prime Contractors.
The Italian Supreme Court clarified that an investment contract that awards the investor a put option enabling him to sell back the shares he has previously purchased at a striking price equal to the initial investment is lawful where the real purpose of the transaction is to raise capital for the issuer of the shares.
Government contractors use different teaming arrangements to best position themselves for a future award. Frequently a key element should be a clear appreciation of the relationship between the teaming arrangement and the desired business outcome. The best approach is to put “a planning team” in place (lawyers and CPAs) before putting “your business team” in place for a proposal. Join us as we help you understand:
•JV’s versus teaming agreement – which is preferable—and when?
•Small business set aside concerns
•Pitfalls – poorly written or nonspecific agreements
•To consolidate or not to consolidate – a look at the financial statement impact
With good planning, you can position yourself to respond to RFP’s effectively, create a positive business relationship, and know what to expect at year-end.
This presentation helps to demystify many legal issues experienced by DBE Subcontractors including the potential benefits of Joint Ventures and the finer points of developing contract agreements with Prime Contractors.
The Italian Supreme Court clarified that an investment contract that awards the investor a put option enabling him to sell back the shares he has previously purchased at a striking price equal to the initial investment is lawful where the real purpose of the transaction is to raise capital for the issuer of the shares.
Are you interested in expanding your business in the United States?"Beatriz Raggio
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Do you understand the vendor selection process by US companies?
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The Governor's Budget Bill radically changed the rules for public construction work in Ohio. Those construction reform rules have just been finalized. At this seminar, our presenters covered everything you need to know about these sweeping changes and the legal and practical implications it holds for owners, contractors, and subcontractors involved in public construction work in the state. The topics discussed included:
• Alternative Contract Delivery Systems authorized, including Design-Build and Construction Manager At-Risk
• Changes to the Multiple-Prime Contractor System
• How to Compete in this New Environment
• New Rules for Bonding, Subcontracting, Prequalification and Best Value
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This short webinar (only 30 minutes) is designed to help you, a veteran small business owner, understand how Vets GSA provides support for veteran entrepreneurs and can help them break into the supplier market, specifically working with the government.
A conversation about this presentation can be found on this LinkedIn Group: https://www.linkedin.com/groups/SupplierEdge-Community-6772622
The Governor's Budget Bill radically changed the rules for public construction work in Ohio. Those construction reform rules have just been finalized. At this seminar, our presenters covered everything you need to know about these sweeping changes and the legal and practical implications it holds for owners, contractors, and subcontractors involved in public construction work in the state. The topics discussed included:
• Alternative Contract Delivery Systems authorized, including Design-Build and Construction Manager At-Risk
• Changes to the Multiple-Prime Contractor System
• How to Compete in this New Environment
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How to get verified on Coinbase Account?_.docxBuy bitget
t's important to note that buying verified Coinbase accounts is not recommended and may violate Coinbase's terms of service. Instead of searching to "buy verified Coinbase accounts," follow the proper steps to verify your own account to ensure compliance and security.
US Economic Outlook - Being Decided - M Capital Group August 2021.pdfpchutichetpong
The U.S. economy is continuing its impressive recovery from the COVID-19 pandemic and not slowing down despite re-occurring bumps. The U.S. savings rate reached its highest ever recorded level at 34% in April 2020 and Americans seem ready to spend. The sectors that had been hurt the most by the pandemic specifically reduced consumer spending, like retail, leisure, hospitality, and travel, are now experiencing massive growth in revenue and job openings.
Could this growth lead to a “Roaring Twenties”? As quickly as the U.S. economy contracted, experiencing a 9.1% drop in economic output relative to the business cycle in Q2 2020, the largest in recorded history, it has rebounded beyond expectations. This surprising growth seems to be fueled by the U.S. government’s aggressive fiscal and monetary policies, and an increase in consumer spending as mobility restrictions are lifted. Unemployment rates between June 2020 and June 2021 decreased by 5.2%, while the demand for labor is increasing, coupled with increasing wages to incentivize Americans to rejoin the labor force. Schools and businesses are expected to fully reopen soon. In parallel, vaccination rates across the country and the world continue to rise, with full vaccination rates of 50% and 14.8% respectively.
However, it is not completely smooth sailing from here. According to M Capital Group, the main risks that threaten the continued growth of the U.S. economy are inflation, unsettled trade relations, and another wave of Covid-19 mutations that could shut down the world again. Have we learned from the past year of COVID-19 and adapted our economy accordingly?
“In order for the U.S. economy to continue growing, whether there is another wave or not, the U.S. needs to focus on diversifying supply chains, supporting business investment, and maintaining consumer spending,” says Grace Feeley, a research analyst at M Capital Group.
While the economic indicators are positive, the risks are coming closer to manifesting and threatening such growth. The new variants spreading throughout the world, Delta, Lambda, and Gamma, are vaccine-resistant and muddy the predictions made about the economy and health of the country. These variants bring back the feeling of uncertainty that has wreaked havoc not only on the stock market but the mindset of people around the world. MCG provides unique insight on how to mitigate these risks to possibly ensure a bright economic future.
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We study the link between the evolving age structure of the working population and unemployment. We build a large new Keynesian OLG model with a realistic age structure, labor market frictions, sticky prices, and aggregate shocks. Once calibrated to the European economy, we quantify the extent to which demographic changes over the last three decades have contributed to the decline of the unemployment rate. Our findings yield important implications for the future evolution of unemployment given the anticipated further aging of the working population in Europe. We also quantify the implications for optimal monetary policy: lowering inflation volatility becomes less costly in terms of GDP and unemployment volatility, which hints that optimal monetary policy may be more hawkish in an aging society. Finally, our results also propose a partial reversal of the European-US unemployment puzzle due to the fact that the share of young workers is expected to remain robust in the US.
Yes of course, you can easily start mining pi network coin today and sell to legit pi vendors in the United States.
Here the telegram contact of my personal vendor.
@Pi_vendor_247
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#US
how to sell pi coins effectively (from 50 - 100k pi)DOT TECH
Anywhere in the world, including Africa, America, and Europe, you can sell Pi Network Coins online and receive cash through online payment options.
Pi has not yet been launched on any exchange because we are currently using the confined Mainnet. The planned launch date for Pi is June 28, 2026.
Reselling to investors who want to hold until the mainnet launch in 2026 is currently the sole way to sell.
Consequently, right now. All you need to do is select the right pi network provider.
Who is a pi merchant?
An individual who buys coins from miners on the pi network and resells them to investors hoping to hang onto them until the mainnet is launched is known as a pi merchant.
debuts.
I'll provide you the Telegram username
@Pi_vendor_247
What price will pi network be listed on exchangesDOT TECH
The rate at which pi will be listed is practically unknown. But due to speculations surrounding it the predicted rate is tends to be from 30$ — 50$.
So if you are interested in selling your pi network coins at a high rate tho. Or you can't wait till the mainnet launch in 2026. You can easily trade your pi coins with a merchant.
A merchant is someone who buys pi coins from miners and resell them to Investors looking forward to hold massive quantities till mainnet launch.
I will leave the telegram contact of my personal pi vendor to trade with.
@Pi_vendor_247
when will pi network coin be available on crypto exchange.DOT TECH
There is no set date for when Pi coins will enter the market.
However, the developers are working hard to get them released as soon as possible.
Once they are available, users will be able to exchange other cryptocurrencies for Pi coins on designated exchanges.
But for now the only way to sell your pi coins is through verified pi vendor.
Here is the telegram contact of my personal pi vendor
@Pi_vendor_247
How Does CRISIL Evaluate Lenders in India for Credit RatingsShaheen Kumar
CRISIL evaluates lenders in India by analyzing financial performance, loan portfolio quality, risk management practices, capital adequacy, market position, and adherence to regulatory requirements. This comprehensive assessment ensures a thorough evaluation of creditworthiness and financial strength. Each criterion is meticulously examined to provide credible and reliable ratings.
Teaming and Limitations on Subcontracting in Federal Contracts
1. 1
Teaming and Limitations on
Subcontracting in Federal
Contracts
Jennifer M. Miller
Wyrick Robbins Yates & Ponton LLP
Raleigh, North Carolina
2. 2
Overview
• Why Team? Joint Venture or Subcontract?
• Joint Venture Requirements Where One JV
Partner Is a “Preference Company”
• Subcontracting Limitations Where Prime Is a
“Preference Company”
• Teaming Agreements – Key Provisions
• Joint Venture Agreements – Key Provisions
3. 3
Why Team?
• Combined capabilities
• Access to set-aside contracts
• Past performance and experience in a
new area
4. 4
Joint Venture or Subcontract?
• Key indicator is the sharing of • Cannot share profits and losses
profits and losses
• Both companies can deal with • Subcontractor has no privity
the Government with the Government
• Both parties can have relatively • Subcontractor cannot “control”
equal control (subject to some the contract
limitations when certain
“preference companies” are
involved)
Where a “preference company” is involved, SBA requirements
may dictate the form that your team must take
6. 6
Joint Venture Requirements: Small
Businesses (13 C.F.R. § 121.103(h)(3))
• SBs can JV on a SB set-aside contract if:
• JV partners’ combined average annual revenues are
less than the applicable size standard, OR
• Both JV partners are under the size standard, AND
• The procurement is a “bundled” requirement, OR
• The contract value exceeds half the size standard for the
contract (if a revenue-based size standard) or it exceeds
$10 million (if an employee-based size standard)
• Repeated JV relationships could lead to a finding of
general affiliation
7. 7
Joint Venture Requirements: HUBZone
SBCs (13 C.F.R. § 126.616)
• A JV bidding on a HUBZone contract must be
comprised only of HUBZone SBCs. In addition,
• JV partners’ combined average annual revenues must be less
than the applicable size standard, OR
• Each HUBZone SBC must be small under the size standard
for the contract, AND the value of the procurement must
exceed half the size standard for the contract (if a revenue-
based size standard) or it must exceed $10 million (if an
employee-based size standard)
• The JV itself does not need to be certified as a
HUBZone SBC
8. 8
Joint Venture Requirements: 8(a) SBCs
(13 C.F.R. § 124.513)
• An 8(a) SBC and a non-8(a) company can JV together on an
8(a) set-aside contract if:
• JV partners’ combined average annual revenues are less than the
applicable size standard; OR
• Both companies are small under the size standard for the contract,
AND at least one 8(a) participant in the JV is less than half the size
standard for the contract, AND the contract value exceeds half the
size standard for the contract (if a revenue-based size standard) or it
exceeds $10 million (if an employee-based size standard); OR
• The JV is between a protégé firm and its approved mentor, and the
protégé is small under the size standard for the contract (this is the
only instance where a large business can JV with a preference
company)
9. 9
Joint Venture Requirements: 8(a) SBCs
(13 C.F.R. § 124.513)
• JV Agreements involving 8(a) companies must be
approved by SBA before the contract is awarded
• To be approved, the 8(a) company must lack the
capacity to perform the contract on its own, and the
JV Agreement must be fair and equitable and of
substantial benefit to the 8(a) company
• If the 8(a) brings little to the relationship other than
its 8(a) status, SBA will not approve the Agreement
10. 10
Joint Venture Requirements: 8(a) SBCs
(13 C.F.R. § 124.513)
• SBA’s regulations set out specific provisions that
must be included in the JV agreement (13 C.F.R. §
124.513(c)):
• An 8(a) SBC must be the managing venturer
• An employee of the 8(a) SBC must be the project
manager on the contract
• A special bank account must be established for the JV,
and all parties’ signatures must be required for
withdrawals
11. 11
Joint Venture Requirements: 8(a) SBCs
(13 C.F.R. § 124.513)
• That the 8(a) SBC will meet the performance of work
requirements in the regulations:
• Unpopulated JV: 8(a) must perform at least 40% of the
work performed by the JV; must be more than
administrative or ministerial functions
• Populated JV: 8(a) must demonstrate what it will gain
from performance of contract and how performance will
assist in its business development
12. 12
Joint Venture Requirements: SDVOSBCs
(13 C.F.R. § 125.15(b))
• An SDVOSBC can JV with other SBCs to perform an
SDVOSBC contract if:
• JV partners’ combined average annual revenues are
less than the applicable size standard, OR
• Each JV participant is small under the size standard for
the contract, AND the contract value exceeds half the
size standard for the contract (if a revenue-based size
standard) or it exceeds $10 million (if an employee-
based size standard)
13. 13
Joint Venture Requirements: SDVOSBCs
(13 C.F.R. § 125.15(b))
• The JV Agreement need not be approved by SBA, but
it must include specific terms, including (13 C.F.R. §
125.15(b)(2):
• An SDVOSBC must be the managing venturer
• An employee of the SDVOSBC must be the project
manager on the contract
• Not less than 51% of the profits must go to the
SDVOSBC(s)
14. 14
Joint Venture Requirements: WOSBs
and EDWOSBs (13 C.F.R. § 127.506) and SDBs (13
C.F.R. § 124.1002(f)
• A JV can submit an offer on a WOSB, EDWOSB or SDB
contract (or claim a SDB price preference) if:
• The WOSB of EDWOSB JV participant is designated in CCR and
ORCA as a WOSB or EDWOSB OR the SDB JV participant has an
SDB certification from SBA or has submitted an application for
SDB certification; AND
• JV partners’ combined average annual revenues are less than
the applicable size standard; OR
• Both JV partners are small under the size standard, AND the
contract value exceeds half the size standard for the contract
(if a revenue-based size standard) or it exceeds $10
million (if an employee-based size standard)
15. 15
Joint Venture Requirements: WOSBs
and EDWOSBs (13 C.F.R. § 127.506) and SDBs (13
C.F.R. § 124.1002(f)
• The WOSB, EDWOSB or SDB must be the managing
venturer of the JV, and an employee of the WOSB,
EDWOSB or SDB must be the project manager on the
contract
• The WOSB, EDWOSB or SDB must perform “a
significant portion” of the contract work
17. 17
Subcontracting Limitations: SB, 8(a),
WOSB, EDWOSB, or SDB Price Preference
Service (non- General construction Special trade Supplies or products
construction) contractor
construction
Prime must perform Prime must perform Prime must perform Prime must perform
50%+ of cost of the 15%+ of the cost of 25%+ of the cost of 50%+ of the cost of
contract incurred for the contract (not the contract (not manufacturing (not
personnel with its including the cost of including the cost of including cost of
own employees materials) with its materials) with its materials) must be
own employees own employees performed by the
Prime
18. 18
Subcontracting Limitations: SDVOSBCs
Service (non- General construction Special trade Supplies or products
construction) contractor
construction
Prime must perform Prime must perform Prime must perform Prime must perform
50%+ of cost of the 15%+ of the cost of 25%+ of the cost of 50%+ of the cost of
contract incurred for the contract (not the contract (not manufacturing (not
personnel with its including the cost of including the cost of including cost of
own employees or materials) with its materials) with its materials) must be
employees of other own employees or own employees or performed by the
SDVOSBCs employees of other employees of other Prime or other
SDVOSBCs SDVOSBCs SDVOSBCs
19. 19
Subcontracting Limitations: HUBZone
SBC (Set-Aside or Price Preference)
Service (non- General construction Special trade Supplies or products
construction) contractor
construction
Prime must perform Prime must perform Prime must perform Prime must spend at
50%+ of cost of the 15%+ of the cost of 25%+ of the cost of least 50% of the
contract incurred for the contract (not the contract (not manufacturing costs
personnel with its including the cost of including the cost of (not including the
own employees or materials) with its materials) with its cost of materials) in
employees of other own employees. own employees. a HUBZone. One or
HUBZone SBCs 50% of the cost of 50% of the cost of more HUBZone SBCs
the contract incurred the contract incurred may combine to
for personnel with its for personnel with its meet this
own employees or own employees or requirement.
employees of other employees of other
HUBZone SBCs. HUBZone SBCs.
20. 20
Subcontracting Limitations: Relevant
Definitions
• "Cost of the contract" – all allowable direct and indirect costs
allocable to the contract, excluding profit or fees
• "Cost of contract performance incurred for personnel" – direct
labor costs and any overhead which has only direct labor as its
base, plus the Prime's G&A rate times the labor cost
• "Cost of manufacturing" – costs incurred by the firm in the
production of the end item being acquired. Includes the direct
costs of fabrication, assembly, or other production activities and
indirect costs which are allocable and allowable. Cost of
materials and profit or fee are excluded.
• "Cost of materials" – includes costs of the items plus shipping
and handling costs, special tooling, special equipment, and
construction equipment purchased for and required to perform
on the contract
22. 22
Teaming Agreements – Key Provisions
1. Identify the contract at issue
2. Identify whether the parties will form a JV
or prime/sub relationship
3. Representation by a preference partner
that it qualifies for the applicable
preference and that it will perform the
amount of work required by the relevant
regulation
23. 23
Teaming Agreements – Key Provisions
4. Allocating responsibility (who will do
what?)
•Division of Statement of Work
•Preparation of proposals
•Negotiation of contracts
5. How will proposal costs be handled?
6. Confidentiality provision
24. 24
Teaming Agreements – Key Provisions
7. Exclusivity clause - parties will only team with
each other on the contract
• Exception if one partner decides not to pursue the contract?
• Exception if sub not approved by Government
• Each side could have reasons for not wanting exclusivity
• Prime may want to be able to sub work to others if price too
high or work unsatisfactory, or if prime wants to do work in-
house
• Sub might want to team with other primes, in case this prime is
not awarded the work
• If not exclusive, the agreement needs provisions to protect
the parties' confidential information from other partners
25. 25
Teaming Agreements – Key Provisions
8. If prime/sub teaming agreement, basic
subcontracting terms (agreement to agree
might not be enforceable):
• That sub's work will be performed IAW prime contract
requirements and SOW
• How price will be determined (relationship to sub’s price in
proposal)
• When sub will be paid
• That subcontract will automatically renew if contract option is
exercised or contract is extended
• T/C of subcontract only in the event of T/C by the government
• Inclusion of mandatory flow-down provisions
26. 26
Teaming Agreements – Key Provisions
9. Other prime/sub issues:
•Deadline to negotiate subcontract?
•Duty to proceed/duty to pay during
subcontract negotiations (including payment
terms: NTE price? Cost only? Cost plus fee?)
•Award of subcontract contingent on
government approval
28. 28
Teaming Agreements – Key Provisions
12. Termination provisions
• Ensure that certain provisions survive termination of
the Teaming Agreement:
• Protection of proprietary data
• Rights in mutually-developed data, patents or copyrights
• Indemnity obligations
• Non-solicitation provisions
29. 29
Teaming Agreements – Key Provisions
12. Termination provisions, continued
• Possible Grounds for Termination:
• Failure to win prime contract
• Government’s withdrawal or cancellation of RFP
• Suspension/debarment/proposed debarment of either
company
• Either party decides not to pursue the contract (?)
• Bankruptcy or insolvency of either company
• Government disapproval of sub
30. 30
Teaming Agreements – Key Provisions
12. Termination provisions, continued
• Possible Grounds for Termination, continued:
• Failure to agree on subcontract within "x" period of time
• Loss of key employees by a team member
• Award of a subcontract
• Impossibility of performance
• Mutual agreement
• Default
32. 32
Joint Venture Agreements – Key
Provisions
1. Parties' respective shares of the JV
2. Name of the JV
3. JV's place of business
4. Business opportunities to be pursued (3 contract
awards over 2 years rule; possibility of forming
additional JVs)
5. Management structure of JV
6. Identification of key personnel (especially if PM is
required to be an employee of a preference partner)
33. 33
Joint Venture Agreements – Key
Provisions, continued
7. Assignment of responsibility for key activities
8. Veto rights
9. Banking
10. Insurance
11. Administrative procedures for invoicing, payment,
etc.
12. Responsibility for preparing and executing proposals,
claims, etc.
34. 34
Questions?
Jennifer M. Miller
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina
(919) 781-4000
jmiller@wyrick.com
www.wyrick.com