Subcontracting With The Primes - Top To Bottom - 2/1/2023

SUBCONTRACTING: Top To Bottom
February 1, 2023
J SCHAUS & ASSOCIATES – Washington DC
hello@JenniferSchaus.com

Subcontracting: Top To Bottom – FEBRUARY 1, 2023
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TOP 40 FEDERAL CONTRACTORS & OUR SCHEDULE:
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1 – Lockheed Martin – FEB 8
2 – Raytheon - FEB 15
3 – General Dynamics FEB 22
4 – Boeing – MAR 1
5 – Northrop Grumman - MAR 8
6 – Pfizer – MAR 15
7 – McKesson – MAR 22
8 – Leidos Holdings – MAR 29
9 – Electric Boat – APR 5
10 – Triwest Healthcare – APR 12
11 – Honeywell International – APR 19
12 – L3Harris Technologies – APR 26
13 – Booz Allen Hamilton Holding – MAY 3
14 – Huntington Ingalls Industries – MAY 10
15 – Humana – MAY 17
16 – National Technology & Engineering Solutions of Sandi – MAY 24
17 – Amentum Government Services Holdings – MAY 31
18 – Consolidated Nuclear Security - JUN 7
19 – Flour – JUN 14
20 – BAE Systems – JUN 21

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21 – Batttelle Memorial – JUN 28
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23 – Ads Tactical – JUL 19
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26 – Space Exploration Technologies – AUG 9
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28 – Lawrence Livermore National Security – AUG 23
29 – Triad National Security – AUG 30
30 – California Institute of Technology – SEP 6
31 – KBR – SEP 13
32 – UT-Battelle – SEP 20
33 – Caddell Construction – SEP 27
34 – National Steel and Shipbuilding – OCT 4
35 – Modernatx – OCT 11
36 – Merck & CO – OCT 18
37 – CACI International – OCT 25
38 – Okinawa Idemistu – NOV 1
39 – Hensel Phelps Construction – NOV 8
40 – Glaxo Smith Kline – NOV 15
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SUBCONTRACTING WITH THE PRIMES

AGENDA
12:05pm – 12:35pm MARKET RESEARCH
12:35pm – 1:05pm STRATEGIES
1:05pm – 1:35pm MARKETING/BUSINESS DEVELOPMENT
1:35pm – 2:05pm LEGAL
2:05pm – 2:35pm PRICING
2:35pm – 3:05pm COMPLIANCE

TOPIC: MARKET RESEARCH

SPEAKERS:
ASHLEY DUWEL
&
JIM SHERWOOD

ASHLEY DUWEL:
DUWEL DEV
https://govconhacks.com/
ashleyd@duweldev.com
(844) 220 - 7029

JIM SHERWOOD:
FEDERAL COMPASS
https://federalcompass.com/
jimsherwood@federalcompass.com
(703) 728 - 3759

Pursuing The Right Market
• Market intelligence is critical for subcontractors
• Who is buying what you sell?
• How do they buy what you are selling?
• Identifying beneficial partners
• Leveraging your set-aside status
• Expansion through set-aside teaming
• Understand the value of past performance

Establish Meaningful Relationships
• The value of your identity
• Pursue wins that build value, not revenue
• Pipeline built on “why”, not “how much”, or “what”
• Strategically leverage contract vehicles
• Be the sub that primes want to team with
• Avoid being the squeaky wheel partner
• Exploit your customer intimacy

Additional Helpful Tips
• Networking and teaming is ever-evolving
• Teaming/subbing/JV agreements happen BEFORE the solicitation
• Learn from mature primes
• Rely on your partners’ capabilities and maturity

TOPIC: STRATEGIES

SPEAKERS:
TAN WILSON
&
JIM BENDER

TAN WILSON:
ENTELLECT, LLC
https://entellectllc.com/
tanwilson@entellectllc.com
(703) 489 - 1947

JIM BENDER:
ZK DEVELOPMENT
https://www.zk-development.com/
jim@zk-development.com
(571) 235 -0613

TOPIC: STRATEGIES
Why Team:
• Build relationships and expand network
• Fuel business growth (i.e., new customer, capability, or contract vehicle)
• Minimize risk while maximizing complementary skills, resources, and
capabilities
• Fill performance and/or experience gaps and deficiencies
• Eliminate competition – team to beat or join
• Increase the number of bids submitted at a lower capture or B&P cost

TOPIC: STRATEGIES
Common Pitfalls:
• Trust but Verify – do your research and due diligence
• Unable to clearly articulate your company’s key differentiators
• Unable to articulate the prerequisite qualifications, capabilities, or past
performance
• Determine Deal Breakers – know when to break up
• Poor performing team member during the proposal process is indicative of
contract performance
• Waiting too late to team

TOPIC: STRATEGIES
Key Takeaway Advice:
• Do Your Homework
• Don’t believe your company hype. Question your win themes
• Crawl, walk, run – start with small opportunities and grow from there
• Teaming is NOT a sign of weakness – Even large businesses join SB teams
• Decision to team is dependent on the capture intel, procurement allowance,
and bid strategy
• Work together but protect your own interests. Even friends sometimes have
to part ways.

TOPIC: MARKETING/BUSINESS DEVELOPMENT

SPEAKERS:
CHELSEA MEGGITT
&
MARK AMTOWER

CHELSEA MEGGITT:
COLLABORATIVE COMPOSITIONS
https://collaborativecompositions.com/
cmeggitt@collaborativecompositions.com

MARK AMTOWER:
MARK AMTOWER
https://markamtower.net/
markamtower@gmail.com
(240) 882 - 9546

Marketing & BD For Small Contractors Seeking Sub-Contracting
What We’ll Cover:
• Finding the right contract
• What to bring to the Party
• How to research the prime
• What to do during your SBLO meeting
• Why LinkedIn is a key element

Finding The Right Contract
Research:
USASpending/SAM/FPDS
• Who are the incumbents
• Has the contract been profitable
• Understand the scope of the
vehicle

What Do You Bring To The Prime
Know what they value:
• Insider knowledge
• Leading tech, skillset, or IP
• Existing agency footprint
• Location
• Set-aside status

What Matters Most To The Prime
• Compliance
• Competitive prices
• Cleared Resources
• Access to favorable Key Personnel
• Location Flexibility

Research The Prime
• Through your network
• Through GovCon media
• Through LinkedIn
• Their Careers Page
• GlassDoor

Meeting WithAn SBLO Or Program Manager?
• What is the role of the person you are meeting with
• Understand the prime
• Know the contract you want to work on
• Know where you fit (what value you bring)
• Study the agency: do you know anyone there?

Why LinkedIn Is A Key Element
• 2.72 Million Feds are on LinkedIn
• Virtually all contractors are here
• This is where you are vetted
• Your profile has to reinforce the position you
claim: area of expertise, etc.
• Your company profile is equally important

TOPIC: LEGAL

SPEAKERS:
JOHANA “JODY” REED
&
SUSAN WARSHAW EBNER

JODY REED:
RESTON LAW GROUP
https://restonlaw.com/
jreed@restonlaw.com
(703) 483-2818

SUSAN WARSHAW EBNER:
STINSON LLP
https://www.stinson.com/
susan.ebner@stinson.com
(202) 572-9927
DISCLAIMER: This presentation is designed to give general information only. It is not intended to be a comprehensive summary
of the law or to treat exhaustively the subjects covered. This information does not constitute legal advice or opinion. Legal
advice or opinions are provided by Stinson LLP only upon engagement with respect to specific factual situations.

TOPIC: LEGAL
• Areas To Cover
• The Subcontract
• Helpful Hints and Avoiding Common Pitfalls - Select FAR Subchapters
• Compliance Best Practices

TOPIC: LEGAL
• The Subcontract
• Type of Subcontract
• CLINs, CDRLs, and Pricing
• Statement of Work
• Flow-downs
• Special Clauses
• Representations and Certifications
• Points of Contact

TOPIC: LEGAL
• Helpful Hints and Avoiding Common Pitfalls
-- Select FAR Subchapters

TOPIC: LEGAL
• FAR Part 12 – Acquisition of Commercial Items
• General Requirements (12.1)
• Applicability
• “Deemed” commercial items (12.102(f), (g))
• Special Requirements (12.2)
• Commercial Item Provisions and Clauses (12.3)
• Unique Terms and Conditions

TOPIC: LEGAL
• FAR Part 12 – Acquisition of Commercial Items
• List of Inapplicable Laws (12.5)
• Streamlined Solicitation and Evaluation Methods (12.6)

TOPIC: LEGAL
FAR Part 13 – Simplified Acquisition Procedures
• Scope of Part 13 (13.000)
• Applicability (simplified acquisitions, $250K, unless commercial, then $7.5M or
up to $15M for other special circumstance)
• Legal effect of quotations
• Purpose for and Description of Procedures
• Micro-Purchase Procedures (13.2)
• Under $10,000
• Government Purchase Card is preferred

TOPIC: LEGAL
FAR Part 16 – Types of Contracts
• Selecting the contract type (16.1)
• Fixed-price contract types (16.2)
• Firm-Fixed Price
• Firm-Fixed Price w/ EPA
• Fixed-Price Re-determinable
• Cost-reimbursement contract types (16.3)
• CPIF, CPAF, CPFF
• Cost-Sharing
• Cost
• Incentive contracts (16.4)

TOPIC: LEGAL
FAR Part 16 – Types of Contracts
• Indefinite-delivery contracts (16.5)
• Definite-quantity
• Requirements
• Indefinite-quantity
• Time and materials (T&M), labor-hour and letter contracts (16.6)
• Agreements (they are not “contracts”) (16.7)
• Basic agreements = agreements to agree
• Basic ordering agreements = more specific
• NOTE: Vendor inventory orders that may include products that will be
sold/used in government contracts moving forward

TOPIC: LEGAL
FAR Part 27 - Patents, Data, and Copyrights
• General policy: Allows contractors to benefit
• Patents
• Patent rights under Government contracts
• Rights in “Data”
• Technical data, Computer Software and Documentation
• Copyrights
• NOTE: Subcontracts under NON-FAR contracts, grants
or other agreements may be under other rules, e.g., Bayh-Dole Act

TOPIC: LEGAL
FAR Part 31 - Contract Cost Principles & Procedures
• Applicability of Part 31 (31.1)
• Contracts with commercial organizations (31.2)
• Direct vs. indirect costs
• Elements of allowability
• Specific categories of costs discussed
• Contracts with educational institutions (31.3)
• Contracts with State, Local, and Federally Recognized Indian Tribal Governments
(31.6)
• Contracts with non-profit organizations (31.7)

TOPIC: LEGAL
FAR Part 33 – Protests, Disputes and Appeals
• Protests (33.1)
• Agency protests
• GAO protests http://www.gao.gov/legal/bidprotest.html
• Court of Federal Claims protests
• Subcontractors don’t have standing to protest
• Disputes and Appeals (33.2)
• The Contract Disputes Act (CDA) of 1978
• Submission of a “claim”
• Contracting Officer’s “Final Decision”
• Subcontractors: The Severin doctrine
• You may have the right to stand in shoes of your Prime, or have the Prime
prosecute/defend on your behalf

TOPIC: LEGAL
FAR Part 38 - Federal Supply Schedule (FSS) Contracting
• Each schedule identifies agencies that are required to use the contracts as
primary sources of supply.
• GSA may delegate certain responsibilities to other agencies (e.g., GSA has
delegated authority to the Department of Veterans Affairs (VA) to procure
medical supplies under the VA Federal Supply Schedules Program).
• ALL schedules are combined into ONE Schedule.
• DoD may need to add additional requirements to FSS orders.
• NOTE: Channel suppliers, Distributors, Prime-Sub Relationships

TOPIC: LEGAL
FAR Part 52 – Solicitation Provisions and Contract
F
A
R
Part 52 Solicitation Provisions and Contract Clauses
Instructions for Using Provisions and Clauses (52.1)
Text of Provisions and Clauses (52.2)
Provision and Clause Matrix (52.3)

TOPIC: LEGAL
• Legal Best Practices

TOPIC: LEGAL
• Annual updates of representations and certifications
• Size status changes and notifications
• Domestic Preference compliance
• Buy American Act, Trade Agreements Act, BABA, and more
• Cybersecurity
• 52.204-11 Basic Safeguarding of Covered Contractor Information Systems
• DFARS 252.204-7012, Basic Assessment, CMMC 2.0
• NDAA FY 2019 § 889 Video Surveillance/Telecom products/services ban
• Future NDAA FY 2023 § 5949 Semiconductor ban
• And more

TOPIC: LEGAL
• Some Take-Aways
• Be sure to understand your Subcontract
• Terms, conditions, how you get paid
• Be sure to ensure you can and do comply
• Protect your crown jewels!
• Questions, seek appropriate counsel – don’t just guess

TOPIC: PRICING
Copyright 2023 Granite Leadership Strategies & Federal Pricing Group

SPEAKERS:
MARSHA LINDQUIST
&
MICHAEL GALLO

MARSHA LINDQUIST:
GRANITE LEADERSHIP STRATEGIES INC.
https://graniteleadershipstrategies.com
marsha@graniteleadershipstrategies.com
(480) 513-1132

MICHAEL GALLO:
FEDERAL PRICING GROUP
www.federalpricinggroup.com
mgallo@federalpricinggroup.com
(240) 397-9409

TOPIC: PRICING
Everybody Wins When Everybody Plays Right
• Subcontractors must petition to be part of the pricing dialogue
• It takes cooperation of Prime and all subcontractors to craft the right price
• Each party has their own responsibilities to the team pricing effort
• There is one technical proposal but MULTIPLE pricing proposals!
• Ultimately “right price” must satisfy both your company and the team

TOPIC: PRICING
Subcontractors Can Wreck the Price…..or Make it a Win!
• Holding out to get desired price
• Late submission of sealed proposal to the Government
• Lack of adequate documentation

Prime’s Pricing Responsibilities
1. Timely submit a compliant pricing proposal
2. Conduct and document cost or price analyses to establish price reasonableness
and include results in prime’s price proposal (FAR 15.404-3)
3. Sometimes, submit subcontractor certified cost or pricing data
4. Seek contracting officer consent to subcontract (FAR Part 44)
5. Provide subcontractor responsibility information (FAR Part 9)
6. Abide by any/all solicitation/contract pricing constraints
7. Ensure overall pricing complies with any small-business goals/targets
8. Ensure overall pricing meets any subcontract limitation requirements
9. Ensure overall pricing does trip excessive pass-through tripwire
TOPIC: PRICING

TOPIC: PRICING
Subcontractor’s Pricing Responsibilities
1. Understand contract types
2. Understand gravity of any requirement to submit certified cost and pricing
3. Fully understand RFP requirements
4. Participate in pricing strategy & preliminary pricing
5. Agree on price – provide adequate pricing detail
6. Be attentive to prime’s schedule
7. Obtain Prime guidance – schedule, templates, data calls, assumptions
8. Sometimes provide backup data to justify your prices

TOPIC: PRICING
PRE-RFP
• Customer research
• Pricing data calls
• RFI/Draft RFP
• Solutioning
• Draft pricing strategy
RFP
• Prime instructions
• Sub-Ctr submission
• Prime’s evaluation
• Pricing reviews
• Final production
Post-RFP
• Clarifications/EN’s
• Final Pricing Revision
• Sub-Ctr Submission
• Pricing Review
• Final Production
YOUR PRICING HOMEWORK CAN’T WAIT FOR THE FINAL RFP TO DROP!
Follow the Process

TOPIC: PRICING
DO
• Answer pricing data calls promptly
• Ask for pricing target
• Comply with prime’s instructions
• Read/re-read all RFP documents
• Participate in pricing dialogue
• Track data calls, templates
DON’T
• Disclose proprietary data to prime
• Use cost type contracts
• Hold the prime hostage
• Delay – do your pricing homework
• Expect the prime to lose money on
you – they need to make a profit
too
Subcontract Pricing Tips

TOPIC: COMPLIANCE

SPEAKERS:
DR. DOLORES KUCHINA-MUSINA
&
JEFF SHAPIRO

DR. DOLORES KUCHINA-MUSINA:
REXOTA SOLUTIONS, LLC
https://rexota.com/
dkuchinamusina@rexota.com
(202) 669 - 9447

JEFF SHAPIRO:
COHNREZNICK LLP
https://www.cohnreznick.com/
jeff.shapiro@cohnreznick.com
(703) 286 -1709

TOPIC: COMPLIANCE
Privity Of Contract: What Does This Mean?
Government Prime
Sub1
Sub2
Sub1.1 Sub1.1.1

TOPIC: COMPLIANCE
Responsibilities As A Prime & Sub
Prime Contractor Subcontractor
Ensure subcontractor file is complete Ensure subcontract file is complete
Track Subcontractor Quotes with each bid Ensure your estimate is compliant
Issue a Subcontract with flowdowns Review Subcontract and verify flowdowns
Track business classification for subs Keep SAM profile up-to-date
Match invoice to subcontract terms Invoice regularly and in accordance with Subk
Ensure Subk performance is in accordance with
Subk
Keep documentation of approved personnel,
approved deliverables, and any other pertinent
information

TOPIC: COMPLIANCE
What In The Audit Is Going On Here?
• When are audits required? (Pre-Award/Post-
Award)
• Who should do them?
• What happens if a subcontractor claims an
unallowable cost and prime includes it in their
claim?
• Best Practices on LCAT monitoring
• Termination considerations

THANK YOU FOR ATTENDING
Jim Sherwood
Ashley Duwel
Tan Wilson
Jim Bender
Chelsea Megitt
Mark Amtower
Jody Reed
Susan Ebner
Michael Gallo
Marsha Lindquist
Dr. Dolores Kuchina-Musina
Jeff Shapiro
Thank You To Our Speakers

Todays Webinar Is Recorded!
https://www.youtube.com/@jenniferschaus

THANK YOU FOR ATTENDING!

Subcontracting With The Primes - Top To Bottom - 2/1/2023

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Subcontracting With The Primes - Top To Bottom - 2/1/2023

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