WBE / MBE / DBE / SBE CERTIFIED COMPANY Teaming and Joint Venture Partnerships 500 Horizon Drive, Suite 540, Robbinsville, NJ 08691 609.890.7277 www.parsenviro.com ABOUT PARS Established in 1984 in Robbinsville, NJ Innovative solutions to a broad range of environmental, engineering, health & safety and industrial hygiene issues Clients include the Federal, State and Local Governments; Utilities; Public and Private Sector Companies Award-winning Woman-Owned, Minority-Owned, Disadvantaged, Small Business Enterprise (WBE/MBE/DBE/SBE) PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Teaming Agreement Vs. Joint Venture Teaming Agreement - An Agreement between companies to pool resources to obtain and perform a contract. Does not require forming a new legal entity. Joint Venture (JV) - A business agreement in which the parties agree to develop, for a finite time, a new entity and new assets by contributing equity. They exercise control over the enterprise and consequently share revenues, expenses and assets. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Teaming Agreements Teaming Agreement Terms • Statement of Work • Proposal Preparation Responsibilities • Exclusivity • What Happens if Prime Contract Awarded • Duration of Agreement PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Teaming Agreements Negotiate Up Front • Negotiate Favorable Subcontract Terms as Part of the Teaming Agreement • A Potential Subcontractor Loses Negotiating Leverage Once Prime Contract Awarded • Bring Something Unique to the Table • Negotiate With the Decision Maker PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Teaming Agreements Provisions to be considered: • Prohibition against employee raiding • Requirement to exercise subcontract option if prime contract option exercised • Limiting primes right to terminate for convenience to work terminated by the Government/client PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Joint Ventures Typical Reasons to form a Joint Venture • Expand Service Area • Enhance Capabilities and Experience • Complementary products/service areas Experience of both firms will be evaluated as together as the Prime’s experience in the review process. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Joint Ventures Elements of a Joint Venture Agreement: • • • • • • • • • • Business Operations Management Committee Program Manager and Key Positions Capital Contributions Financial Matters Property Liability and Indemnification Reimbursement for Services and Expenses Insurance Term and Termination PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Joint Ventures Duration – Setting up the Entity • DUNS Numbers usually take up to 48 hours to process • EIN numbers are immediate • Joint Bank accounts generally require business formation documents, an operating agreement, and personal information of both JV partners. • It is generally a good idea to get a legal review of the agreement so time should be allotted for this review period. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Joint Ventures Selecting Teaming Partners • Previous work history together • Complementary Capabilities • Similar values/corporate culture • Suggest partnering on projects in a Prime/Sub relationship prior to establishing a Joint Venture *In a joint venture you are legally tied to the other entity, therefore either firms performance on the contract will reflect on the other company. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Joint Ventures Building Successful Relations with Teaming Partners • Communication • Frequent meetings • Make sure that there is a clear understanding of the division of work/profits prior to starting work. • Be very clear as to lines of project communication and client communication. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Questions? PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY
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