Jennifer Schaus JSchaus@JenniferSchaus.com and Mark Amadeo of Amadeo Law Firm present on Joint Ventures in Government Contracting. Full audio & video avail at: http://www.youtube.com/watch?v=NUUytjc-WsI or contact Jennifer Schaus + 1 - 2 0 2 - 3 6 5 - 0 5 9 8

1. Joint Ventures
in Government Contracting
Strategies & Legal Considerations

2. Joint Ventures
in Government Contracting
• Agenda
– Introductions
– Presentation
– Q & A

3. Joint Ventures
in Government Contracting
–Introductions:
• Fed Bid Speed
• Fierce Government
• Mark A. Amadeo – Amadeo Law Firm, PLLC
• Jennifer Schaus – JS & Associates

4. Joint Ventures
in Government Contracting
• Fed Bid Speed
* Software program to manage B2G Opps
* Single click integration with FBO.gov
* Share notes & project manage RFP’s

5. Joint Ventures
in Government Contracting
• Fierce Government
* Free Govt IT Newsletter
* IT in Govt Agencies / Defense / Cloud / Cyber
* White Papers / Events / Analysis
* In-depth & Quality = Differentiator

6. Joint Ventures
in Government Contracting
Amadeo Law Firm, PLLC
* Local and Federal Contracting
* Employee Benefits
* Employment

7. Joint Ventures
in Government Contracting
• Jennifer Schaus & Associates
• B2G Services and Events
GSA Schedules
Federal Sales / Marketing

8. Joint Ventures
in Government Contracting

9. Joint Ventures
in Government Contracting
Two Types of Teaming Arrangements Under FAR (9.601)Two Types of Teaming Arrangements Under FAR (9.601)
Vertical (Prime-Sub)
“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.”
Horizontal (JV)
“Two or more companies form a partnership or joint venture to act as a potential prime contractor.”
TEAMING

10. Joint Ventures
in Government Contracting
Why Government Approves of Teaming ArrangementsWhy Government Approves of Teaming Arrangements
FAR 9.602 (a) Contractor team arrangements may be desirable from
both a Government and industry standpoint in order to enable
the companies involved to —
(1) Complement each other’s unique capabilities; and
(2) Offer the Government the best combination of performance,
cost, and delivery for the system or product being acquired.
TEAMING

11. Joint Ventures
in Government Contracting

12. Joint Ventures
in Government Contracting
Competitive Benefits – Small BusinessesCompetitive Benefits – Small Businesses
Joint Venture Rules Ease TensionJoint Venture Rules Ease Tension
General Rules of AffiliationGeneral Rules of Affiliation
• Revenues and # employees are combined for small biz size standardRevenues and # employees are combined for small biz size standard
• Joint venture parties are deemed affiliatedJoint venture parties are deemed affiliated
Relaxed JV RulesRelaxed JV Rules
• Exceptions to affiliation:Exceptions to affiliation: Considered small even if combined size > size standardConsidered small even if combined size > size standard
• Businesses participate in contracts don’t typically qualify for aloneBusinesses participate in contracts don’t typically qualify for alone

13. Joint Ventures
in Government Contracting
Competitive Benefits – Small BusinessesCompetitive Benefits – Small Businesses
EExceptions to Affiliation – 8(a) & Small Businessesxceptions to Affiliation – 8(a) & Small Businesses
Small Business Joint Ventures Competing for Larger ContractsSmall Business Joint Ventures Competing for Larger Contracts
Applies To: bundled contracts, contracts over $10 million (when size standard is basedApplies To: bundled contracts, contracts over $10 million (when size standard is based
on # employees), or contracts that are greater than ½ the size standard (whenon # employees), or contracts that are greater than ½ the size standard (when
size standard is based on revenue)size standard is based on revenue)
Requirement:Requirement:
Each JV participant must be small under the size standard for the contractEach JV participant must be small under the size standard for the contract

14. Joint Ventures
in Government Contracting
Competitive Benefits – Small BusinessesCompetitive Benefits – Small Businesses
EExceptions to Affiliation – 8(a) & Small Businessesxceptions to Affiliation – 8(a) & Small Businesses
8(a) Joint Ventures Competing For Larger 8(a) Contracts8(a) Joint Ventures Competing For Larger 8(a) Contracts
Applies To:Applies To:
Contracts set aside for 8(a) businesses as long as contract is either greater than $10MContracts set aside for 8(a) businesses as long as contract is either greater than $10M
(when size standard is based on # employees) or greater than ½ the size standard (when(when size standard is based on # employees) or greater than ½ the size standard (when
size standard is basedsize standard is based on revenue)on revenue)
Requirements:Requirements:
• Each JV company must be small under the size standard for the contractEach JV company must be small under the size standard for the contract
• At least one JV company must be an 8(a) businessAt least one JV company must be an 8(a) business
• At least one 8(a) business must be very small (i.e., less than half the size standard)At least one 8(a) business must be very small (i.e., less than half the size standard)

15. Joint Ventures
in Government Contracting
Competitive Benefits – Small BusinessesCompetitive Benefits – Small Businesses
EExceptions to Affiliation – 8(a) & Small Businessesxceptions to Affiliation – 8(a) & Small Businesses
8(a) Mentor-Protégé Joint Ventures8(a) Mentor-Protégé Joint Ventures
Applies To:Applies To:
Any contract with a small business requirement, including 8(a) contractAny contract with a small business requirement, including 8(a) contract
Requirements:Requirements:
• Mentor and protégé approved by SBA under the mentor-protégé programMentor and protégé approved by SBA under the mentor-protégé program
• 8(a) Protégé meets the size standard for the contract8(a) Protégé meets the size standard for the contract
**Mentor can be any size**Mentor can be any size

16. Joint Ventures
in Government Contracting
Competitive Benefits – Small BusinessesCompetitive Benefits – Small Businesses
EExceptions to Affiliation – Other Joint Venturesxceptions to Affiliation – Other Joint Ventures
HUBZone Joint VenturesHUBZone Joint Ventures
SDVOSB Joint VenturesSDVOSB Joint Ventures

17. Joint Ventures
in Government Contracting
Competitive Benefits – Small BusinessesCompetitive Benefits – Small Businesses
Limits To Relaxed Rules On AffiliationLimits To Relaxed Rules On Affiliation
3 in 2 Rule:3 in 2 Rule:
Joint venture can engage in and carry out no more than three specificJoint venture can engage in and carry out no more than three specific
or limited-purpose business ventures for profit over a two year periodor limited-purpose business ventures for profit over a two year period
But . . .But . . .
No limit on number of JV’s that same JV participants can formNo limit on number of JV’s that same JV participants can form

18. Joint Ventures
in Government Contracting
Competitive Benefits – Small BusinessesCompetitive Benefits – Small Businesses
Even if Affiliation Applies - Businesses Participate In Contracts Don’t Qualify For AloneEven if Affiliation Applies - Businesses Participate In Contracts Don’t Qualify For Alone
8(a) Joint Ventures Competing For Smaller 8(a) Contracts8(a) Joint Ventures Competing For Smaller 8(a) Contracts
Applies To:Applies To:
8 (a) set-aside contracts that are too small to qualify for affiliation exception8 (a) set-aside contracts that are too small to qualify for affiliation exception
Requirements:Requirements:
• Each JV company must be small under the size standard for the contractEach JV company must be small under the size standard for the contract
• At least one JV company must be an 8(a) businessAt least one JV company must be an 8(a) business
• At least one 8(a) business must be very small (i.e., less than half the size standard)At least one 8(a) business must be very small (i.e., less than half the size standard)

19. Joint Ventures
in Government Contracting
Competitive Benefits – Small BusinessesCompetitive Benefits – Small Businesses
Even if Affiliation Applies - Businesses Participate In Contracts Don’t Qualify For AloneEven if Affiliation Applies - Businesses Participate In Contracts Don’t Qualify For Alone
EDWOSB /WOSB Joint Ventures Competing For Smaller ContractsEDWOSB /WOSB Joint Ventures Competing For Smaller Contracts
SDVOSB Joint Ventures Competing For Smaller ContractsSDVOSB Joint Ventures Competing For Smaller Contracts

20. Joint Ventures
in Government Contracting
Competitive Benefits – Small BusinessesCompetitive Benefits – Small Businesses
Additional Requirements On Any Joint Venture Competing For An 8(a) ContractAdditional Requirements On Any Joint Venture Competing For An 8(a) Contract
• SBA approval of JV agreement before awardSBA approval of JV agreement before award
• Unpopulated:Unpopulated: 8(a) partner(s) must do at least 40% of the work8(a) partner(s) must do at least 40% of the work
JV may subcontract to non 8(a) partner(s), if subcontractsJV may subcontract to non 8(a) partner(s), if subcontracts
40% work to 8(a)40% work to 8(a)
• Populated:Populated: 8(a) partner(s) must show what it gains + business development8(a) partner(s) must show what it gains + business development
Non-8(a) partners cannot be subcontractors to the JVNon-8(a) partners cannot be subcontractors to the JV

21. Joint Ventures
in Government Contracting
Joint Venture Agreement RequirementsJoint Venture Agreement Requirements
Example: Joint Venture Agreement to Perform 8(a) ContractsExample: Joint Venture Agreement to Perform 8(a) Contracts
(1) State purpose of JV(1) State purpose of JV
(2) Designate 8(a) participant as managing venture and an employee of managing venture as(2) Designate 8(a) participant as managing venture and an employee of managing venture as
project managerproject manager
(3) State that not less than 51% of net profits will be distributed to 8(a) participant(s)(3) State that not less than 51% of net profits will be distributed to 8(a) participant(s)
(4) Provide for special bank account in name of JV; signatures of all JV participants for withdrawals;(4) Provide for special bank account in name of JV; signatures of all JV participants for withdrawals;
used for payments on contract and contract expensesused for payments on contract and contract expenses
(5) Include itemized list of equipment, facilities and resources provided by each JV participant,(5) Include itemized list of equipment, facilities and resources provided by each JV participant,
with cost and value for eachwith cost and value for each
(6) Specify responsibilities of parties regarding contract performance, labor source & contract(6) Specify responsibilities of parties regarding contract performance, labor source & contract
negotiationnegotiation
(7) State all parties are obligated for performance despite any withdrawal by any JV participant(7) State all parties are obligated for performance despite any withdrawal by any JV participant
(8) Designate accounting and administrative records to be maintained by managing venture(8) Designate accounting and administrative records to be maintained by managing venture
(9) Require original records to be maintained by managing venturer upon contract completion(9) Require original records to be maintained by managing venturer upon contract completion
(10) State that quarterly financial statements will be submitted to SBA within 45 days of each quarter(10) State that quarterly financial statements will be submitted to SBA within 45 days of each quarter
(11) State that project – end profit-loss & distribution statements will be submitted to SBA(11) State that project – end profit-loss & distribution statements will be submitted to SBA
within 90 days of project completionwithin 90 days of project completion

22. Joint Ventures
in Government Contracting
Final Thoughts…
• Consistent with Teaming AgreementConsistent with Teaming Agreement
• Need to disclose JV to agencyNeed to disclose JV to agency
• Proper AccountingProper Accounting
…Final Final Thoughts
• Be PersistentBe Persistent
• Be CreativeBe Creative
• Choose Partners WiselyChoose Partners Wisely

23. Thank You !!
Dear Participants,
Thank You for your time & participation!
Pease submit your questions via email & we will
answer as we have time.
The webinar is recorded and available at:
http://www.JenniferSchaus.com/events

24. Joint Ventures
in Government Contracting
Jennifer Schaus & Associates
JSchaus@JenniferSchaus.com
www.JenniferSchaus.com
+ 1 – 2 0 2 – 3 6 5 – 0 5 9 8
Mark A. Amadeo, Esq.
mamade@amadeolaw.com
www.amadeolaw.com
+ 1 – 2 0 2 – 6 4 0 – 2 0 9 0
+ 1 – 3 0 1 – 7 8 9 – 1 6 2 0