2016 Regulation Changes

2016 Regulation Changes Native Hawaiian Organization Association Presentation by John Klein, SBA, and Christine Williams, Outlook Law, LLC August 2016 • Outlook Law, LLC

Your Presenters John Klein, Associate General Counsel for Procurement Law, U.S. Small Business Administration: John is the principal legal advisor to senior Agency officials and their staffs with respect to the 8(a) Business Development program; the Agency’s Government Contracting programs, including the small business set-aside, subcontracting and Certificate of Competency programs; the HUBZone program; the Small Business Innovation Research program; the Size Standards program; the Service Disabled Veteran-Owned Small Business program; and SBA’s internal contracting procedures.Mr. Klein has been a lawyer in SBA’s Office of General Counsel since 1983. Suspension and Debarment Official.

Your Presenter: Christine Williams • Christine is an adjunct law professor on government contracting at Seattle University School of Law’s Alaska Campus, as well as an adjunct master’s instructor on government contracting and the 8(a) Program at Alaska Pacific University. She concentrates her practice on Government Contracting from counseling on qualifications and administration to disputes and companies in crisis. She represents clients in defending against federal investigations, including investigations/reports by the Office of the Inspector General, the Department of Justice, and the GAO. Christine also counsels companies on the procurement and administration of government contracts across all agencies. She has especially deep experience in the SBA and Section 8(a) Programs. Prior to Outlook Law, Christine was vice president and general council for a large Alaska Native Regional Corporation. She was also partner with Davis Wright Tremaine, Perkins Coie, and an attorney at Patton Boggs. • Outlook Law, LLC

Native Hawaiian Organizations (“NHO”) • Management and Daily Operations • Members or directors of a NHO need not have the technical expertise or possess a required license to be found in control of an applicant or participant in the 8(a) Program. • The NHO must have, through its members and directors, the managerial experience of the extent and complexity need to run the concern. • As with individually owned 8(a) applicants or participants, individual NHO member may be required to demonstrate more specific industry-related experience in appropriate circumstances to ensure that the NHO in fact controls the day to day operations of the firm. • Outlook Law, LLC

Native Hawaiian Organizations-Recently Later Rule-HUBZone • Effective October 3, 2016 • HUBZone means a historically underutilized business zone, which is an area located within one or more: (1) Qualified census tracts; (2) Qualified non-metropolitan counties; (3) Lands within the external boundaries of an Indian reservation; (4) Qualified base closure areas; (5) Redesignated areas; or (6) Qualified disaster areas. • Outlook Law, LLC

HUBZone NEW • (9) Owned in part by one or more Native Hawaiian Organizations or by a corporation that is wholly owned by one or more Native Hawaiian Organizations, if all other owners are either United States citizens or small business concerns. • Area for a HUBZone-John • Outlook Law, LLC

Economic Disadvantage: NHO • NHOs must be a community service organization that benefits Native Hawaiians. • NHOs serve the economically disadvantaged but the language of the statute does not mandate that the NHOs must be controlled by economically disadvantaged Native Hawaiians. • The SBA believes that in order to maximize the potential advantage given to the economically disadvantaged community, economic disadvantage should not be determined on an individual level of the managers. • Rather, the SBA requires a NHO to present information relating to the economic disadvantaged status of Native Hawaiians, including the unemployment rate of Native Hawaiians and the per capita income of Native Hawaiians. • Unlike tribes, which serve and benefit one specific group or tribe, NHOs may be established to serve and benefit the same group of people. • Like tribes, however, once a NHO establishes that it is economically disadvantaged in connection with the application of one firmed owned and controlled by the NHO because the beneficiaries are economically disadvantaged, it need not establish its economic disadvantage for another firm owned by the NHO. • Outlook Law, LLC

Economic Disadvantage: NHO • In addition, unless a second NHO intends to serve and benefit a different population than that of the first NHO that established its economic disadvantage status, the second NHO also need not submit information to establish its economic disadvantage. • The AA/BD may request any NHO to reestablish/establish its economic disadvantage status where the AA/BD believes that the circumstances of the Native Hawaiian community may have changed. • Outlook Law, LLC

NHO Owned Entities not Affiliated with Parent Company • (b)(2)(i) Business concerns owned and controlled by Indian Tribes, Alaska Native Corporations (ANCs) organized pursuant to the Alaska Native Claims Settlement Act (43 U.S.C. 1601 et seq.), Native Hawaiian Organizations (NHOs), Community Development Corporations (CDCs) authorized by 42 U.S.C. 9805, or wholly-owned entities of Indian Tribes, ANCs, NHOs, or CDCs are not considered affiliates of such entities • No affiliation with parent companies • 13 CFR 121.103(b)(2)(i) • Outlook Law, LLC

13 CFR 121.103(b)(2)(ii)-Affiliation Exception Sister Subs-NHOs • (ii) Business concerns owned and controlled by Indian Tribes, ANCs, NHOs, CDCs, or wholly-owned entities of Indian Tribes, ANCs, NHOs, or CDCs are not considered to be affiliated with other concerns owned by these entities because of their common ownership or common management. In addition, affiliation will not be found based upon the performance of common administrative services, such as bookkeeping and payroll, so long as adequate payment is provided for those services. Affiliation may be found for other reasons. • Common Ownership or Management-See Clarification Memo, also 13 CFR 124.109(a)(4)-Becomes basis for new regulation • Common Administrative Services a/k/a Shared Services • See Clarification Memo/Proposed Regulations • Outlook Law, LLC

Procurement Unique to Entity Owned • Exempt from $100 million overall federal cap and $6.5M and $4M individually owned cap 13 CFR 124.506 • Contracts over $20M total must have Justification and Approval (J&A) Memorandum justifying why it is sole sourced- Now $22 M adjusted for inflation • The number of over $20M sole sourced contracts awarded has dramatically declined (think cliff dived) • Outlook Law, LLC

Mentor/Protégé Program • In general, the mentor/protégé program is designed to encourage approved mentors to provide various forms of assistance to eligible Participants. • Outlook Law, LLC

Mentor Protégé 124.520 • Designed to encourage approved mentors to provide various business development assistance to protégé firms (including non-8(a)) contracts) • Purpose to enhance the capabilities of the protégé in meeting its business plan goals • Different from agency Mentor Protégé (DoD excepted) • Accomplished through approved agreement that generally includes • Technical and/or management assistance • Financial assistance (like equity investment, loans, subcontracts and prime contract performance, including JVs) • Outlook Law, LLC

Mentor Protégé 124.520 • Mentor qualifications • Demonstrates ability too assist developing 8(a) participants • Can be a graduated 8(a) • Can be a small business-New Rule • Favorable financial health-NEW Rule-Must meet the requirements of the MPA • Good Character • Not debarred/suspended • Can impart value from lessons learned and practical experience • Certify annually • Generally, can only have one protégé at a time, but the absolute cap is 3 • Outlook Law, LLC

Mentor Protégé 124.520 • Protégé Qualifications (remember OR) • [Be in the developmental stage or] GONE • [Never received an 8(a) contract] or GONE • [Have a size standard that is half the size standard corresponding to its NAICs Code] GONE • Good standing/no proceedings • Generally, can have only one mentor, but no more than 2 • May not be a protégé and a mentor at the same time • Outlook Law, LLC

New Mentor Protégé Regulations: Implementation of Mentor Protégé Program for all Small Business Concerns • The SBA has established a new mentor protégé program similar to the 8(a) mentor protégé program. • While this program is similar to the 8(a) mentor protégé program, the 8(a) program will continue to operate and be processed separately, addressing the concerns that are unique to 8(a). • 8(a) firms may also transfer the mentor protégé relationship when it leaves the 8(a) Program as long as the firm notifies the SBA in writing and provided that the firm is still qualified for the program to which it is transferring. • Outlook Law, LLC

Processing Small Business Applications for the Mentor Protégé Program • The SBA intends to establish a separate unit within the Office of Business Development whose sole function would be to process mentor protégé applications and review mentor protégé agreements (“MPA”) and the assistance provided under those agreements, once the agreement is approved. • This new unit will process and make determination with respect to all small business MPAs, with the ultimate decision made by the Associate Administrator/BD or his/her designee. • While the SBA would like to avoid the open and closed periods of processing, if the applications become overwhelming, open enrollment periods are still a possibility. • If such a need arises for open or closed period, the SBA has stated that the will provide advance notice so that potential applicants can plan accordingly. • Outlook Law, LLC

Mentors • Mentors for all programs must be for-profits. This is a change for the 8(a) Program, which previously allowed non-profits to be mentors. • The change comes about because of the language of the statute and the need for consistency between the mentor protégé programs. • Outlook Law, LLC

Number of Firms one Company can Mentor • The final regulation falls in line with the regulations in the 8(a) Program in that any one mentor can have up to three protégé firms at any one time-regardless of the SBA program. • The same regulations would likely apply that in order to fulfill the obligations under the MPA, there would have to be a demonstration that the additional mentor protégé relationship would not adversely affect the development of the protégé firm (any of them), by being a competitor, etc. • Outlook Law, LLC

A Firm can be a Mentor and a Protégé at the Same Time • The proposed rule would not have allowed a firm to be a mentor and a protégé at the same time. • After comments and review, the SBA believed that there were benefits to be provided to small firms to act as mentors and protégés at the same time. • The final regulation allows a firm to be both a mentor and protégé at the same time where it can demonstrate that the second relationship will not compete with the first. • Outlook Law, LLC

Protégés • In order to qualify as a protégé in all programs, the protégé must qualify as small for the size standard corresponding to its primary NAICS Code OR • Identify that it is seeking business development assistance with respect to a secondary code and identify provided that the secondary code development is consistent with its business plan and a logical progression for the firm to development current capabilities. • While this eliminates some threshold requirements for 8(a) protégé participants, it brings consistency between the 8(a) requirements and requirements for other programs. • A protégé may have two mentors where the two relationships will not compete or otherwise conflict with each other and the protégé demonstrates that the second relationship pertains to an unrelated, secondary NAICS Code, or the first mentor does not possess the specific expertise of the second mentor. • The SBA will accept self-certification for protégé firms because any size protest would protect the integrity of the program. • Outlook Law, LLC

Benefits of the Mentor Protégé Relationship • As with the 8(a) Program, a protégé may JV with its SBA approved mentor and qualify as a small business for any Federal government contract or subcontract, provided that the protégé qualifies as small for the size standard corresponding to the NAICS Code assigned to that procurement. • This DOES NOT mean that such a JV affirmatively qualifies for any other small business program unless it qualifies and is approved for the other programs (HUBZone, 8(a), WOSBs, etc.) as well. • Outlook Law, LLC

Program Managers of MPA/JV and Ownership Interests • The SBA clarified that the designated project manager for the JV under a contract does NOT have to be an employee of the protégé. However, there must be a signed letter of intent that the employee will become an employee of the protégé firm if the contract is awarded to the JV. • This still does not allow the transference of employment for this position between the mentor and protégé firms. • During the mentor protégé relationship, the mentor is shielded, generally, from affiliation when it owns up to 40% of the protégé. • Once the mentor protégé relationship ends, so does the protection from affiliation for the 40% interest. • As such, if it does not divest that 40% interest, the former protégé will be found to be ineligible for any contract as a small business where the 40% causes affiliation under the size rules. • Outlook Law, LLC

Written Mentor Protégé Agreements • The SBA believes the benefits identified in the MPAs should be clearly and specifically identified. • This identification and measurement includes a timeline for the assistance delivered. • The regulation also clarifies that a subcontract from a mentor to a protégé or a protégé to a mentor can be developmental assistance authorized by the MPA. • The SBA is also requiring that if a firm is receiving benefits from another MPA from another agency, those benefits cannot be duplicated through the SBA’s MPA. • Outlook Law, LLC

Written Mentor Protégé Agreements • The final regulation will continue to authorize two three-year MPAs with different mentors, but will allow each to be extended for a second three years provided the protégé has received the agreed upon business development assistance and continue to receive assistance. • Although an 8(a) firm can transfer its mentor protégé relationship to a small business mentor protégé relationship after it leaves the 8(a) Program, it may enter into only one additional mentor protégé relationship. It cannot enter into two additional small business mentor protégé relationships. • For 8(a) mentor protégé relationships, the regulations allow the relationship to continue when the control or ownership of the mentor changes when the new mentor expresses in writing to the SBA that it acknowledges the MPA and that it continues with the commitments and obligations in that agreement. • Outlook Law, LLC

Mentor Protégé Written Agreements • SBA must approve any mentor protégé agreement prior to the firm's receiving any benefits or the mentor protégé program • SBA will not approve the agreement if the SBA determines that the assistance to be provided is not sufficient to promote any real developmental gains to the protégé or if the SBA determines that the agreement is merely a vehicle to enable the mentor to receive small business contracts • The mentor protégé agreements submitted to the SBA for approval must identify how the assistance to be provided by the mentor is different from the assistance provided to the protégé through another mentor protégé relationship, either with the same or a different mentor • The agreement will be reviewed annually by the SBA • The agreement will be able to survive change of ownership/control of mentor where mentor acknowledges the agreement and expresses its intent to continue to fulfill its obligation under the agreement • Outlook Law, LLC

Mentor Protégé Programs of Other Departments and Agencies • The NDAA 2013 specifically excluded the Department of Defense’s mentor protégé program, so that will not be dealt with here. • Under the provisions of the NDAA, the other agencies or departments that are currently operating a mentor protégé program may continue to operate that program for one year and then go through the SBA’s approval process in order to receive the mentor protégé benefits of the SBA, including affiliation. • The SBA has incorporated in its rule that the individual procuring agencies may take into account the subcontracting benefits of that agency that it may wish to provide for consistency with its previous program if the agency does not continue its own mentor protégé program. • Outlook Law, LLC

Exclusion from Affiliation for Mentor/Protégé Joint Ventures: Non-8(a) Contracts • If the size of a joint venture claiming an exception to affiliation is protested, the requirements of Section 124.513(c) and (d) must be met for exception to apply. • Project Manager and percentage of work: control and performance. • Active and substantial role in contract performance. • Outlook Law, LLC

Mentor/Protégé Program: Section 124.520 • Requires that assistance provided through a mentor/protégé relationship be tied to the protégé firm’s SBA business plan. • At each annual review, the business plan may be adjusted. • Outlook Law, LLC

Changes to the Mentor/Protégé Program: Section 124.520 • Section 124.520(b)(2), allows mentors to have up to three protégés at one time. • Section 124.520(b)(3) allows demonstration of financial health by tax returns, audited financial statements, and filings required by the SEC, if a public entity. • Outlook Law, LLC

Similarly Situated Entities • Under 13 CFR 125.1, a similarly situated entity is a subcontractor that has the same small business program status as the prime contractor. This means that. . . for an 8(a) requirement, a subcontractor that is an 8(a) certified Program Participant. In addition to sharing the same small business program status as the prime contractor, a similarly situated entity must also be small for the NAICS Code that the prime contractor assigned to the subcontract that the subcontractor will perform. • The NDAA deems any work done by a similarly situated entity (for instance an 8(a) contractor is similarly situated to another 8(a) contractor) is not considered to be “subcontracted” for the limits on subcontracting, but may be counted towards the mandatory performance level for the small business concern acting as the prime contractor. • What that breaks down to is that similarly situated subcontractors or the respective subcontracts at the first tier only are not subcontractors in the traditional sense of the word and can be counted towards the prime’s mandatory performance levels on the contract. • Outlook Law, LLC

Limitations on Subcontracting 13 CFR 125.6 • 13 CFR 121, 124, 125, 126, and 127= 13 CFR 125.6 • The SBA attempts to bring in all the limitations on subcontracting or mandatory performance level by a small business concerns (“SBC”) under one regulation: 125.6 • 125.(a) explains how to apply the limitations on subcontracting requirements to small business concerns contracts using based on the percentage of the award amount (not the cost to perform the contract) and that certain small business concerns may not expend on subcontracts more than a specified amount, dictated by the type of contract performed UNLESS the (non) subcontract goes to a similarly situated entity (as further explained below). • Outlook Law, LLC

Limitations on Subcontracting • In short, if a similarly situated entity performs as a first tier subcontractor that performance may count towards the mandatory performance required by the contract. The performance by a similarly situated entity in those circumstances is not considered a subcontract that counts towards the limitation on subcontracting and against mandatory performance. • Limitation for services and supplies is statutorily set at 50% of the award amount. • For contracts involving services and supplies, the SBA clarified that the contracting officer’s selection of the applicable NAICS Code will determine which limitation applies. • Outlook Law, LLC

Limitations on Subcontracting • The exclusion for the cost of materials from supply, construction, and specialty trade construction procurements is included in this final rule. • For contracts that supply both services and supplies, the statutory authority authorizes that the limitations on subcontracts apply only to that portion of the requirement identified as the primary purpose of the contract. • All costs associated with providing the services, including any overhead or indirect costs associated with those services, must be included in determining compliance. • Outlook Law, LLC

Similarly Situated Entities • Caution: the work performed must be performed by the employees of the prime contractor or employees of the first tier similarly situated entity to count towards the mandatory performance requirements. If a first tier similarly situated entity subcontracts out work, that work will count as subcontracts performed by a non-similarly situated entity. • The SBA is not requiring a written agreement with a predetermined similarly situated entity as such as plan. That plan was not in place for SDVO or HUBZone programs. The SBA was concerned about the administrative burden placed on small business concerns and the programs having different burdens placed upon them. • The SBA is not requiring mandatory performance limits be reported to the contracting officer as this was not necessarily authorized by the statute and the SBA did not and does not require it for SDVO or HUBZone Programs. • Outlook Law, LLC

Similarly Situated Entities • The SBA clarified its proposed rule in that if a firm failed to meet its mandatory performance goals using similarly situated entities, the SBA could consider this as a basis for debarment, but the firm would have an opportunity to respond to any allegation with its own arguments and evidence. • Similarly Situated as it related to Architects and Engineers Contracts. Commenters to the rule were concerned that contracts awarded to an architecture firm having a size standard that is less than the size standard for engineering services; thereby disqualifying the engineering firm from performing. • In response to these comments, the SBA is allowing prime contractors to assign NAICS Codes to the subcontracts. In this way, the SBA believes the approach will increase the ability of small business prime contractors to utilize similarly situated business entity subcontractors. In addition, this rule is consistent with the requirement that SBA rules require a prime contractor to assign the NAICS Code to a subcontract which describes the principal purpose of the subcontract. [13 CFR 125.3] • Outlook Law, LLC

Similarly Situated Entities Fines and Penalties. The SBA notes that the $500,000 dollar fine is the minimum amount (or the amount spent in excess of the permitted levels if greater) mirrors Section 1652 of the NDAA. The SBA believes this will deter contractors from agreeing to comply with limitations on subcontracting without a practical plan for compliance with applicable subcontracting limitations as well as passing on work to firms that the prime has adequately ensured is similarly situated. • Outlook Law, LLC

Similarly Situated Entities • Exemption from Affiliation for Ostensible Subcontracting Rule. This exemption applies to the relationship between the prime and a similarly situated entity. In short, the prime and similarly situated first tier sub will not be found affiliated based on the ostensible subcontractor rule (think primary/vital and/or unduly reliant roles). • Who Counts the Revenue: The prime contractor will count the revenue (such as the revenue attributed to an 8(a) contract) when a similarly situated entity is used as a subcontractor and will not deduct the revenue the amount subcontracted to that entity. • Outlook Law, LLC

HUBZone Similarly Situated Entities 13 CFR 126.200 • The SBA clarifies that a HUBZone similarly situated entity must be able to qualify as a HUBZone prime procurement in order to be considered a similarly situated entity. • The SBA also revises the performance of work requirements and uniformly refers the reader to the appropriate regulations for all programs, 13 CFR 125.6. • Outlook Law, LLC

Subcontracting Plans and Naming Small Business Concerns in the Plans 13 CFR 125.3 • The NDAA modifies the Small Business Act to state that a contractor that fails to provide a written corrective plan performance or fails to make a good faith effort to comply with its subcontracting plan will not only be a breach of the contract, but such a failure should be considered in rating a firm’s past performance (i.e., CPARs). • The SBA states in response to concerns to this rule, that the contracting officer is already bound to consider past performance of a firm. • Outlook Law, LLC

Subcontracting Plans and Naming Small Business Concerns in the Plans 13 CFR 125.3 • The SBA also notes that it reviews and completes supplements to the contracting agency’s overall review of subcontracting plans’ performances. • If a small business concerns is named in a subcontracting plan, then there are two requirements that must be met -(1) that the notification is in writing and (2) that the written notification is given to the subcontractor. • The SBA Administrator is also required to establish a reporting mechanism that allows potential small business concern subcontractors to report fraudulent activity or bad faith behavior by the prime contractor with respect to the subcontracting plan. • Outlook Law, LLC

Affiliation 13 CFR 121.103(f) Identity of Interest • The SBA added additional guidance on how to analyze affiliation due to an identity of interest (1) type of relationship and (2)economic dependence. • Type of Relationship • The SBA narrowed the (familial) relationships for identity of interest to a seemingly more reasonable level. Now the presumption (presumption means its rebuttable) exists for firms that conduct business with each other that are owned and controlled by: (1) married couples; (2) parties to a civil union; (3) parents and children; and (4) siblings. • The SBA believes this agrees with the SBA’s Office of Hearings and Appeals (“OHA”) determinations. • Outlook Law, LLC

Affiliation 13 CFR 121.103(f) Identity of Interest Economic Dependence • If a firm derives 70% or more of its revenue from another firm over the previous fiscal year, SBA presumed and will presume that one firm is economically dependent on the other and likely find affiliation. • This presumption is also rebuttable and the SBA gave examples of some rebutting evidence and acknowledged that OHA used that 70% as guidance as well as allowing that 70% to be rebutted. • For instance, if a start-up secures just two contracts then one contract may skew the revenue for that fiscal year. • Outlook Law, LLC

Affiliation 13 CFR 121.103(f) Identity of Interest • Where the receipts from an alleged affiliate are not strong enough to sustain a firm’s business operations, and the firm is able to look to other financial support, such as some Alaska Native Corporations may have the ability to do, the fact that the firm received 70% of its receipts from an alleged affiliate may not be determinative. • In essence, the final rule specifies that the presumption of affiliation based on economic dependence may be rebutted by a showing that despite the contractual relations with another concern, the concern at issue is not solely dependent on that other concern. • In addition, in regards to economic dependence, the SBA has clarified that it will not find affiliation between sister subsidiaries owned by the same Indian Tribe, ANC, Native Hawaiian Organization, or Community Development Corporation. (Recall, the final regulations in other spots seem to be harder on those organizations-this is not a blanket affiliation exemption.) Clue on this one is control and whether one firm has the ability to control the other; in this case, control financially through the 70% rebuttable rule. • Outlook Law, LLC

New Regulations: Joint Ventures • Joint venture may be a formal or informal partnership are exists is a separate limited liability company or other separate legal entity • Regardless of form, the joint venture must be reduced to a written agreement • If a JV exists as a separate legal entity it CANNOT be populated • Outlook Law, LLC

New Regulations: Joint Ventures • Prior to Award: each partner to the JV must certify that it will perform the contract in compliance with JV regulations and the JV agreement • During Performance: report annually to the contracting officer and the SBA how they are reading the applicable performance of work requirements for each small business set-aside contract to perform as a joint venture • After Contract Completion: report certifying compliance and explaining how the performance of work requirements were met for the contract • Outlook Law, LLC

Rule: Tracking Joint Venture Awards • The SBA believes that some sort of JV identification is required. • The regulation requires: • JVs are separately identified in SAM; • With a separate DUNS number and CAGE number; • The Entity Type in SAM must be identified as Joint Venture; and • The Joint Venture partners should also be listed. • Outlook Law, LLC

New Rule: Joint Ventures • Past performance. When evaluating the past performance of an entity submitting an offer for an 8(a) contract is a joint venture approved by the SBA, a procuring activity must consider work done individually by each partner to the joint venture as well as any work done by the joint venture itself previously. Extended to SDVO, HUBZone, and WOSB. • Contract execution. Where the SBA has approved a joint venture, the procuring activity will execute an 8(a) contract in the name of the joint venture entity or the 8(a) Participant, but in either case will identify the award is one to an 8(a) joint venture or an 8(a) mentor protégé joint venture, whichever is applicable • Outlook Law, LLC

Joint Ventures: Exclusion for Affiliation for Small Business 13 CFR 121.103 • Current exclusion from affiliation based on mentor protégé relationship as long as the agreement is current and followed. That stands. • New exclusion: Broadens the exclusion and allows two or more small businesses to joint venture for any procurement without being affiliated with regard to the performance of that procurement requirement. • They both must be small under the NAICS for that procurement. • Outlook Law, LLC

Size of an 8(a) Joint Venture-Protests-Awards and Timing of Size Determinations • The size of a SBA JV may be protested by unsuccessful offerors on a competitive 8(a) set-aside contract. • In the preamble, the SBA makes clear that such a protest should only make sure the agreement complies with the terms of the regulations (size), but in no way should that office seek or have the authority to invalidate certain terms of the joint venture agreement. • As long as the approval for the 8(a) joint venture occurs any time before award, that should be sufficient under the regulations. • Outlook Law, LLC

2016 Regulation Changes