Record Company Joint Venture Agreement Template - PDF

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Record Company Joint Venture Agreement Template - PDF Powered By Docstoc
					                         FOR DISCUSSION PURPOSES ONLY
                     Discussion Draft – November 10, 2007

                                EXECUTIVE SUMMARY

The National Congress of American Indians (NCAI), the Native American Contractors
Association (NACA), and the National Center for American Indian Enterprise Development
(NCAIED) provide these draft recommendations to help focus comments during the Tribal
consultation initiated by the Small Business Administration (SBA), as announced in the
October 11, 2007 and October 25, 2007 Federal Register. The Federal Register notices state
that the SBA is considering changes to its rules for all participants in the 8(a) Business
Development Program, and particularly those rules affecting tribally-owned and ANC-
owned 8(a) companies in response to the recommendations made in the Government
Accountability Office Report (GAO-06-399), and other 8(a) SBA IG Reports which
recommend improved oversight. NCAI, NACA, and NCAIED provide these
recommendations to be considered and included as part of SBA’s administrative record. We
will continue to refine these recommendations and provide further input as the consultations
and the rulemaking progress.

Improve Administrative Oversight and Enterprises

Increased oversight and enforcement by SBA and other federal contracting agencies of
existing requirements will verify that Native enterprises and other 8(a) and small business
concerns are good stewards of taxpayer funds. To foster better SBA administrative
oversight, the following proposals are offered for application to all 8(a) program participants:

   1. By improving its administration of the 8(a) program and other small business
      contracting programs, SBA can help all small business contractors succeed in
      securing award of more federal contracts, and help the federal government meet
      and exceed it’s government-wide small business contracting goals. By
      strengthening its Office of Native American Affairs, the SBA can further federal
      Indian policy to support Native communities’ self-determination and self-
      sufficiency. SBA should empower its Office of Native American Affairs to
      access all SBA programs so as to improve the support provided to Native
      enterprises through contractual, financial and technical assistance.

   2. Establish a web portal for 8(a) companies to report to SBA data such as contract
      performance, status of Mentor-Protégé and joint venture agreements, and the
      already-required annual 8(a) reports. Current 8(a) program participants collect
      and array data necessary for appropriate internal oversight and for compliance
      with all federal reporting and auditing requirements. A web-based reporting
      system would facilitate efficient reporting, reduce SBA personnel’s paperwork
      burdens, and facilitate more effective monitoring of 8(a) and other small
      businesses’ compliance with contracting program requirements. Web-based
      reporting can capture pre-award plans, provide regular updates, track progress
      toward milestones, and enhance federal agencies’ data sharing.

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                         FOR DISCUSSION PURPOSES ONLY
                      Discussion Draft – November 10, 2007

                                EXECUTIVE SUMMARY

   3. Web-based reporting also should be used to track compliance with the prime
      contractor performance requirements for all sole source awards of 8(a) contracts,
      including IDIQ contracts and task/deliver orders placed under them. Type of
      additional reporting: a) A detailed contracting performance plan required,
      including the type and percentage of work to be performed by the 8(a) prime and
      by subcontractors; b) include in the 8(a) annual report a section, with a CEO
      certification, reporting on percentages of work by the prime and each
      subcontractor by name; and c) include semi-annual CEO certification on self-
      performance on IDIQ contracts.

   4. Strengthen the SBA’s Mentor-Protégé Program to ensure it emphasizes
      mentoring and benefiting the Protégé. The process should start with a detailed
      assessment of the Protégé’s needs. The assessment should clarify certain
      minimum standards for a Mentor-Protégé Agreement, including: a) a detailed
      description of planned Mentor activities to benefit the Protégé and address its
      needs identified during the assessment, including whether contract support will
      include joint venture arrangements; b) designation of a single point of contact in
      Mentor company who is responsible for managing and implementing the
      Mentor-Protégé Agreement; c) ways that, in any contractual relationship, both
      the Mentor and the Protégé will ensure that the Protégé meets its percentage of
      work requirement; d) a minimum number of mentoring hours, expenditures, and
      technical assistance/resources reflected in the Mentor-Protégé Agreement; and e)
      agreed upon benchmarks that, if met, will constitute achievement of the goal of
      preparing the Protégé to be a more successful contractor beyond the agreement’s

          Types of reporting, preferably web-based: a) mentoring by categories, hours,
          expenditures; b) annual status report as part of 8(a) annual report to SBA,
          including Mentor’s and Protégé’s respective percentage of work and profits.

   5. Establish milestones and improved reporting (preferably web-based) for all 8(a)
      joint venture contracts awarded to a Mentor/Protégé joint venture.
      Reports should include: a) ownership interest of the Mentor in both the Protégé
      8(a) firm and the joint venture as stated in the operating agreement; b) direct and
      indirect (ownership) profits to the Mentor and to the Protégé in accordance with
      an SBA provided method of calculation, and as distributed in accordance with
      the parties’ joint venture agreement(s); c) prime (JV) and subcontracting
      performance by the Mentor (measure hours/tasks by mentor), and limitation on
      total amount of work under the contract that can be performed by the Mentor;
      d) prime and subcontracting performance by the Protégé (including experience
      and resources the Protégé is gaining and contributing toward its performance
      requirements); e) a schedule identifying the period wherein the Mentor will assist
      in the transfer of its own best practices to the Protégé; f) targets and goals for

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                          FOR DISCUSSION PURPOSES ONLY
                      Discussion Draft – November 10, 2007

                                 EXECUTIVE SUMMARY

          increased Protégé participation up to or exceeding the percentage of work the
          Protégé is required to perform over the life of the contract.

          Required additional reports: a) A detailed plan outlining milestones and
          reporting, including type and percentage of work to be performed by each JV
          partner; b) annual status report to contracting officer and an annual update to
          SBA; c) periodic certification by the 8(a) CEO (annually as part of 8(a) annual
          report, and bi-annually for IDIQ task order/delivery order contracts). The SBA
          should develop a template on joint venture agreements to assure consistency in
          agreements across SBA district and regional offices.

   6. SBA should revise its partnership agreements with the procurement agencies to
      be more specific in requiring monitoring of an 8(a) company’s compliance with
      requirements under the contract and the FAR. Procuring agencies should inform
      contracting officers and technical representatives of their responsibilities for
      monitoring compliance with the percentage of work requirements.

   7. The SBA should take the lead to convene a working group of Mentors, Protégés,
      and the Office of Federal Procurement Policy to develop best practices for
      Mentor-Protégé agreements.

   8. Support provisions to reinforce SBA’s and other contracting agencies’
      obligations to: a) track, monitor and enforce anti-bundling requirements; and b)
      step up set asides and other procedures to award greater numbers of contracts to
      small businesses and small disadvantaged businesses to ensure that agency-wide
      and government-wide contracting goals are met or exceeded.

   9. Encourage SBA to hire and train additional staff to improve implementation of
      the 8(a) and other programs to assist all small business contractors in accessing
      the tools necessary to compete successfully for a larger share of federal contracts.

   10. Require small businesses with larger contracts to implement subcontracting plans
       to develop stronger business alliances among all types of small business
       contractors, including 8(a) and other small disadvantaged concerns, HUBZone,
       service disabled veteran-owned, women-owned and other small businesses.

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Description: Record Company Joint Venture Agreement Template document sample