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Relationships, Flowdowns and Negotiations

Awarding, accepting, managing and performing subcontracts arising under a U.S. Government Prime Contract requires the Prime Contractor and higher level subcontractors to accept and flow down to their subcontractors and suppliers a unique set of contractual and regulatory obligations and requirements.

This class will help you identify differences between commercial and Government subcontracting, management and performance from a legal, contracting, pricing and performance management perspective.

Attendees will understand the rights and obligations relating to subcontract performance and management that result from government contract terms and conditions and the Federal Acquisition Regulations, and will develop the skills necessary to use and maintain these rights during subcontract performance and management, beginning with  the development of  technical, quality  and delivery requirements through a clear and mutually agreeable statement of work.

During the course we'll review proposal generation, cost and pricing requirements, negotiation of appropriate terms and conditions, performance schedule, pricing, and payment schedules leading up to the award of a subcontract.  

After the award of a subcontract, the rights of the buyer to oversee and manage the performance of the subcontractor, and the rights and obligations of the subcontractor, will also be discussed. In addition, the course will address the rights and obligations of both parties under a termination for convenience or default.

Learning Objectives
After completing this course, you will be able to:
  • Recognize similarities, differences and relationships between a government contract and a commercial contract
  • Determine flowdown clauses to subcontractors
  • Develop subcontract terms and conditions
  • Create a basic teaming agreement
  • Develop an understanding of the solicitation process
  • Analyze contract pricing and subcontract pricing
  • Incorporate inspection, acceptance and warranty language into contracts
  • Broker disputes 
November 15-16, 2021
The Westin San Diego
San Diego, CA, United States
Travel Info
Standard: $1,275.00
Enhanced: $1,670.00
8:00 AM - 3:00 PM
Flamingo Hotel, Las Vegas, NV
9:00 AM - 4:00 PM
All Other Locations
Introduction and Overview: Federal Government Contracts and Commercial Subcontracts
  • Introduction to Federal Government Contracting and Subcontracting
  • Similarities, Differences, and Relationships between Government Contracts and Commercial Subcontracts
  • Laws, Rules, and Regulations Governing Government Contracts and Subcontracts
  • Flowdown Requirements, Solicitation Provisions, and Contract Clauses
  • Federal Acquisition Regulation vs. the Uniform Commercial Code
  • Subcontract Terms and Conditions
  • Contract Interpretation
Solicitation and Award of Government Contracts and Commercial Subcontracts
  • Teaming Arrangements and Nondisclosure Agreements
  • Authority to Contract
  • Synopsis, Solicitation, and Award of Government Contracts
  • Solicitation and Award of Subcontracts
  • Quotes, Bids, and Proposals
  • Developing, Communicating, and Interpreting Requirements
  • Contract and Subcontract Pricing
  • Instructions to Offerors
  • Source Selection
  • Contract and Subcontract Types
  • Financing Arrangements
  • Socioeconomic Programs Impacting Subcontracts
  • Subcontract Management
  • Document Marking and Record Retention
  • Commercial Item Contracting
  • Contract and Subcontract Pricing and Disclosure Issues
  • Inspection, Acceptance, and Warranty
  • Subcontract Payment
  • Contract and Subcontract Changes
  • Contract and Subcontract Disputes
  • Pricing of Contract Adjustments
  • Ethics, Procurement Fraud, and Suspension/Debarment
  • Terminations for Convenience
  • Terminations for Default
  • Michael Killham
    Experienced Corporate Counsel
    Michael A. Killham is a California attorney specializing in U.S. Government procurement and subcontracting support. He provides legal advice, training, and assistance concerning all aspects of federal and commercial contracting and fiscal law, including but not limited to subjects relating to Contra...
  • Steven Tomanelli
    J.D., LL.M.
    Steven N. Tomanelli is the owner of Steven N. Tomanelli & Associates and is an attorney specializing in government contract law in the Washington DC area. Steven N. Tomanelli & Associates provide legal services, training and consulting services in all aspects of government contracting and fe...
See Individual Courses For Available Credits
Certificates of Completion are provided to all seminar participants who attend Federal Publications Seminars courses following the event, upon request.
CPE: Continuing Professional Education
Field of Study: Specialized Knowledge
Delivery Method: Group-Live Classroom
Federal Publications Seminars is affiliated with West Professional Development and is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website:
For more information regarding administrative policies such as refunds, cancellations and complaints, please contact Federal Publications Seminars at 888.494.3696.
CPE Hours
This program is eligible for: 13 (CPE) hours of credit
Program Level: n/a
Program Prerequisite: n/a
Advance Preparation: n/a
Method: n/a
CLP: Continuous Learning Points
Approved for CLP by Defense Acquisition University
Defense Acquisition Workforce members must acquire 80 Continuous Learning Points (CLP) every two years from the date of entry into the acquisition workforce for as long as the member remains in an acquisition position per DoD Instruction 5000.66. We will provide you with documentation of points awarded for completing the event.
CLP Hours
This program is eligible for: 11 (CLP) hours of credit
CLE: Continuing Legal Education
States have widely varying regulations regarding MCLE credit. LegalEdcenter is an approved provider in AL, AK, AR, CA, GA, IL, ME, MO, MS, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, PA, RI, SC, TN, TX, UT, VA, VI, VT, WA, WI, and WV. Credit may be applied for in other jurisdictions on request and in accordance with state MCLE rules.
Please note that because some states are changing their policy on CLE reporting, you will need to fill out the request for credit from Federal Publications Seminars within 10 business days, or we may not be able to issue credits for the program.
CLE Hours
This program is eligible for: 11 (60 minutes), (50 minutes)
The Westin San Diego
400 West Broadway
San Diego, CA, 92101
Hotel & Room Block Info
There is a room block for this location.  Click here to make a reservation for the group rate of $209 +tax/person.   

You must make your reservation by Friday, October 22, 2021 to get this rate.
General Information
Providing a safer environment for our guests and associates is a top priority. Consistent with the most recent CDC guidance, fully vaccinated guests are no longer required to wear face coverings or social distance in indoor or outdoor areas of the hotel, unless required by local law. We ask that unvaccinated guests continue to wear face coverings and practice social distancing when they are in public spaces inside the hotel.

Every guest room is thoroughly cleaned and disinfected prior to your arrival. During your stay, we will not provide housekeeping automatically every day. If you wish to receive daily housekeeping refresh service, please let our guest services team know. We will be happy to schedule service according to your preferences.
Bring Federal Publications Seminars to your location! If you would like to offer this course in-house, please contact us.
Schedule Training
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  • 100
    Basic or fundamental subject matter is covered. Courses are geared to general knowledge or can be taken as a refresher.
  • 200
    Specific topics or issues within a topic area are covered. Students should be familiar with terms of art and general concepts concerning the course topic.
  • 300
    Workshops and class discussions cover specific subject matter in-depth, and participation is strongly encouraged. Attendees should have at least 2-3 years' experience in the area of study.
  • 400
    Courses build upon students' knowledge and experience, and cover complex issues within the subject matter. Should have 4-5 years' mastery of subject for in-depth analysis.
  • 500
    Masters-level programs designed for professionals with 5+ years' experience. Courses cover in-depth and technical analysis on specific subjects and updates on current issues.