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The advanced issues, problems, and techniques of creating and performing teaming agreements and subcontracts in Federal procurement today.

The purpose of this special program is to detail the unique advanced problems and solutions that subcontracting and teaming arrangements present.

Companies often find that the boilerplate clauses on the back of purchase orders create more problems than they solve. Instead, a systems approach to subcontracting is needed - one that assesses the risk, defines the objectives, and then allows for flexible responses. Further, the use of teaming arrangements has increased significantly over the past number of years, especially on contracts for sophisticated, high-tech items where no single company has all the technical resources to do the work involved. Consequently, the Government has actively encouraged such arrangements for some programs and projects.

The course details are set forth in the balance of this brochure: the detailed Course Curriculum, the exceptional Course Faculty, the comprehensive Course Manual of originally prepared materials.

Dates and Locations
March 21-22, 2012
AMA Conference Center
Arlington, VA
$1025.00
May 16-17, 2012
New York-New York Hotel
Las Vegas , NV
$1025.00
October 10-11, 2012
AMA Conference Center
Arlington, VA
$1025.00
December 13-14, 2012
Platinum Hotel
Las Vegas, NV
$1025.00
Accreditation
This Program is eligible for:
11 (60 minute)
13.2 (50 minute)
This Program is eligible for:
13 (CPE) hours of credit
Program Level: Basic
Program Prerequisite: None
Advance Preparation: None
Method: Group-Live
This Program is eligible for:
11 (CLP) hours of credit
Related Downloads
Registration Form for fax-in registrations (PDF)
Daily Schedule
9:00 AM - 4:00 PM

Teaming Agreements & Advanced Subcontracting Issues Course Curriculum

Subcontracting

 

1.     Subcontracting and Company Profits

a.     Company Motivation

b.     Controlling the Expenses

c.     The Subcontract Agreement

1.     Specific terms

2.     Profit/Loss shifting

3.     Administration after award

2.     A Systems Approach

a.     Preparing Terms and Conditions

b.     A Negotiator’s Manual

1.     Company policies

2.     Trade-off issues

3.     Harm assessment

4.     Obtaining deviations

5.     Management by exception

6.     Policing during performance

7.     Examples

3.     Pitfalls in Source Selection of Subcontractors

a.     Federal Rules

b.     State Rules

c.     Risks of Inclusion of Subcontractor's Material in Prime's Proposal

d.     Fraud Suit Potentials

e.     Protests At GAO

f.      Other Court Actions

g.     Subcontract Approval by Federal Government

1.     High risk areas-avoidance techniques

2.     How to comply

3.     Examples

4.     Contractor Procurement System Reviews (CPSRs)

a.     The Regulations

b.     The Government's Track Record

c.     How to Prepare and Conduct Them

d.     Taking Corrective Action

e.     Appealing Negative Findings

5.     Subcontract Types and Uses

a.     The Key Decisions

b.     Fixed Price

1.     Whys use

2.     Risks

c.     Cost Type

d.     Time and Material

e.     Successive Targets

f.      Incentives

g.     Award Fees

h.     Indefinite Quantity

i.      Going Too Far

6.     Major Terms and Conditions: Problems and Solutions

a.     Ending the Battle of the Forms

b.     Changes Clauses

c.     Payments Clauses

d.     Default/Delay Clauses

e.     Termination for Convenience Clause

f.      Liquidated Damages Provision

g.     Inspection Clauses

h.     Warranty Clauses

i.      Technical Data Clauses

7.     Key Performance Problems

a.     Controlling Change Orders

1.     Notice of claims

2.     Written agreement before proceeding

3.     Eliminating constructive change doctrine

4.     Simple clauses

5.     Primes who do not issue changes

b.     Delay Controls

1.     The contract language

2.     Liquidated damages-prime vs. subcontractor

3.     Schedule analysis

4.     Notice provisions

5.     Going too far

6.     Right of prime to stop subcontractor's work

8.     Sole or Designated Source Subcontractor

a.     Federal Rules

b.     The Problem

c.     State Rules

d.     Case Decisions

e.     The Prime’s Protection

1.     Pre-bid survey

2.     Negotiating with agency

3.     Special clauses

4.     High risk approaches

9.     Other Performance Issues

a.     The Breach Problem

b.     Clauses to Solve Work Stoppage

c.     “Scope” Changes

d.     Right to Performance Assurances

e.     Close Out of Contract Performance

f.      Managing Subcontract Documentation

10.   Defective Cost or Pricing Data

a.     The Subcontractor's View

b.     The Prime’s View

c.     Statutory Requirements

d.     Subcontractor's Defective Pricing

1.     Audits

2.     Government suit

3.     Prime liabilities

e.     A “Defective Pricing Proof” Prime or Subcontractor Transaction

f.      Certification Problems

g.     Indemnity Clauses

11.   Dispute Resolution Techniques

a.     Minimizing Litigation

b.     Close-End vs. Open-Ended Arbitration

c.     Prime vs. Subcontractor-Analysis of Goals

d.     The Three Basic Choices

e.     Subcontractor Remedies

f.      Cost of Dispute Resolution

g.     Joint Appeal Agreement

 

 

TEAMING AGREEMENTS

 

12.    Purposes

  1. The Prime’s Perspective
  2. The Subcontractor's Perspective

13.    Preliminary Considerations

  1. Advance Confidentiality Agreements
  2. Exclusivity vs. Non-Exclusivity
  3. Intended Effect of Agreement
    1. Agreements to negotiate in good faith
    2. Agreements to agree
    3. Absolute duty to place subcontract

d.    Anti-Competition Issues

    1. Horizontal Restraints
    2. Vertical Restraints

14.    The Teaming Agreement

a.     Recitals

b.    Definitions

c.     Structure

d.    Scope

e.     Proposal Efforts and Content

    1. Areas of responsibility
    2. Preparing the drafts
    3. Decision authority
    4. Duty to submit
    5. Timing
    6. Negotiations with customer
    7. Relationship to subcontract price

f.     Termination

    1. Convenience
    2. Default

g.    Expiration

    1. Survival
    2. Precedence

h.     Effecting the Subcontract

    1. Price
    2. Schedule
    3. Structure
    4. Workshare
    5. Flowdown clauses
    6. Termination
    7. "Boilerplate"
    8. Precedence
    9. Options
    10. Data Rights

i.      Intellectual Property

    1. Contribution to team
    2. Patents and data
    3. Use of intellectual property
    4. Licensing
    5. Field of use restrictions
    6. Derivative property

j.      Publicity

k.     Raiding

 

 

 

TEAMING AGREEMENTS 

 

John W. Chierichella is a partner in the D.C. office of Sheppard, Mullin, Richter & Hampton LLP, specializing in Government Contracts-related counseling and litigation.  His practice includes prime contractor/subcontractor disputes, including the drafting of teaming agreements and the litigation/arbitration of teaming disputes; False Claims Act litigation; claims and appeals; audits and investigations, with a particular focus on cost accounting issues; and GSA's multiple award schedule contracting program. Mr. Chierichella graduated from Cornell University and the Columbia University School of Law, where he was selected as a James Kent Scholar and a Harlan Fiske Stone Scholar, and where he served as an editor of the Columbia Law Review.  Before entering private practice, he served as an attorney/advisor to the Secretary of the Air Force on procurement matters.  He has been recognized by the Legal Times and by Chambers & Partners as a leading practitioner on a national level in the field of Government Contracts.  He currently holds a Top Secret security clearance.

 

David S. Gallacher is an associate in the Government Contracts and Regulated Industries Practice Group of Sheppard Mullin's Washington, D.C. office.  Mr. Gallacher's professional experience involves a wide variety of litigation, administrative, and counseling issues related to federal procurement laws. His experience ranges from complex litigation in federal court under the qui tam provisions of the False Claims Act, to claims disputes before the Boards of Contract Appeals, to bid protests at the GAO or the Court of Federal Claims. He also conducts internal reviews to ensure to ensure compliance with a host of government regulations.  In 2007, he successfully arbitrated a dispute between two prominent government contractors relating to the validity and interpretation of a teaming agreement. He routinely counsels both foreign and domestic government contractors on a host of topics, including issues relating to teaming agreements, prime/sub-contractor relationships, cost accounting, suspension and debarment, and compliance with other regulatory requirements.  He currently holds a SCI security clearance.

 

Anne B. Perry is a partner in the Government Contract and Regulated Industries Group in the Washington, D.C. office of Sheppard Mullin Richter & Hampton LLP.  Ms. Perry concentrates in the areas of Government Contracts law and litigation and is a lecturer and author in the area. Her broad experience in Government Contracts includes, for example: bid protests before the U.S. General Accounting Office, and the United States Court of Federal Claims; complex litigation in connection with the False Claims Act; claims litigation before the Armed Services Board of Contract Appeals, and the General Services Administration Board of Contract Appeals; counseling and litigation in the areas of: software and technical; data rights cost allowability and cost allocability; mergers and acquisitions; subcontracts and teaming agreements; Foreign Military Sales and Foreign Military Financing; Truth In Negotiations Act and defective pricing; suspension/debarment; appropriations and socioeconomic programs.

Before entering private practice, Ms. Perry worked for the U.S. General Accounting Office handling bid protests.  Ms. Perry earned a B.A., Dickinson College, 1986 and J.D., George Washington University, 1989. She is admitted to the bar in the District of Columbia, U.S. District Court for the District of Columbia, and U.S. Court of Federal Claims.

 

 

ADVANCED SUBCONTRACTING

 

W. Bruce Shirk is special counsel in the Government Contracts and Regulated Industries Practice Group in the Washington, D.C. office of Sheppard Mullin Richter & Hampton LLP. Mr. Shirk focuses his practice in the areas of government and construction contract law and litigation, including cost accounting issues, defense and aerospace contracting, Medicare and Medicaid contracting and related areas of law including Medicare coordination of benefits and data sharing requirements. Mr. Shirk's litigation experience includes the conduct of trials and appeals, including bid protests and other complex litigation and related discovery proceedings, before Boards of Contract Appeals, various federal administrative tribunals and state courts, Federal District courts, the U.S. Court of Federal Claims and the U.S. Court of Appeals for the Federal Circuit.

 

 Mr. Shirk has represented both state and federal government entities in litigation and has served as an arbitrator in a number of construction arbitration proceedings under the rules of the American Arbitration Association. His experience as a counselor includes review of contracts and provision of advice to clients in both the public and private sectors in negotiation and administration of contracts and grants; administrative prosecution of claims against the government and defense of civil claims and criminal proceedings brought or instituted by the government, including claims arising under the Medicare statutes and regulations; defense of claims against public sector entities; conduct of internal inquiries related to contract and regulatory compliance, the latter including government claims for reimbursement of Medicare payments. He has conducted assessments of the practical impact of the law on the conduct of business with the government for clients, working closely with experts in related fields such as cost accounting and data analysis to formulate recommendations for managers responsible for corporate decision-making and resolution of disputes; the establishment of compliance programs and advice and counsel to clients regarding pricing and cost accounting issues. Mr. Shirk has a special interest in the principles and implementation of internal controls in the context of performance of government contracts and grants.

 

Before joining Sheppard Mullin, Mr. Shirk was a partner at Powell Goldstein, where he was chair of Powell Goldstein's Government Contracts practice. Prior to joining Powell Goldstein, Mr. Shirk was a partner in the firm of Seyfarth, Shaw, Fairweather & Geraldson (1979-1996), concentrating in construction litigation, government contracts counseling and litigation and health care contracting. Mr. Shirk served as a Lieutenant in the United States Marine Corps (Active Duty 1962 - 1966). Mr. Shirk received a  J.D., Harvard Law School and a B.A., Harvard College, cum laude.

 

Louis D. Victorino practices law in the Washington, D.C. office of Sheppard Mullin Richter & Hampton LLP. Mr. Victorino's practice involves both counseling and litigation in the Public Contract Law field, representing domestic and foreign concerns that sell products or services to Federal, State, or local government agencies. In his 38 year career, he has litigated in excess of forty matters before the Court of Federal Claims, the Boards of Contract Appeals, the Comptroller General, as well as various state and Federal District Courts. He is admitted to the bars of the District of Columbia, California, U.S. Court of Federal Claims, and the Federal District Courts for the Northern and Central Districts of California, Colorado, Idaho, Michigan, Rhode Island, and Washington. Mr. Victorino is a graduate of Stanford University and the UCLA School of Law, where he was an Associate Editor of the UCLA Law Review. He is an author and lecturer on Government Contracts Law.

 

Accreditation
This Program is eligible for:
11 (60 minute)
13.2 (50 minute)
This Program is eligible for:
13 (CPE) hours of credit
Program Level: Basic
Program Prerequisite: None
Advance Preparation: None
Method: Group-Live
This Program is eligible for:
11 (CLP) hours of credit
AMA Conference Center
2345 Crystal Dr
Ste 200
Arlington, VA 22202
New York-New York Hotel
3790 Las Vegas Blvd S
Las Vegas , NV 89109
Platinum Hotel
211 E. Flamingo Rd
Las Vegas, NV 89169
Register Now for:
Teaming Agreements and Advanced Subcontracting Issues
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Date Location
March 21-22, 2012 Arlington, VA
May 16-17, 2012 Las Vegas , NV
October 10-11, 2012 Arlington, VA
December 13-14, 2012 Las Vegas, NV
By Phone
Call (888) 494-3696