JV_Agreement_Criteria_Amendment_1.pdf

SBEAS Joint Venture Agreement Checklist (JVAC)

FA8771-17-R-1000

Joint Venture Agreement Checklist

For the purpose of the Small Business Enterprise Application Solutions (SBEAS) acquisition, all Joint

Venture Agreement(s) (JVAs including existing and newly established JVs shall contain at a minimum detailed information for the criteria identified below. Please provide the paragraph/section and page number where the criteria can be found in the JVA. Also See Page 3 for Mentor-Protégé JV checklist.

All JVs shall be registered in SAM.gov and have a corresponding Cage code and DUNS Number that identifies the JV as a small business under the NAICS code at the time the JVA is submitted for approval.

Criteria Page Number

Reference

Paragraph/Section

Reference

Name of JV (In SAM.gov)

Legal identity of each JV member

Date of Establishment

Cage Code (In SAM.gov)

DUNS Number (In SAM.gov)

Small Business Certification under NAICS

Code 541511

Stated Responsibilities

Stated Purpose

Ownership

Legal Status (i.e. LLC, Partnership etc.)

Stated Venturer Relationship (i.e. Mentor

Protégé)

Duration: Shall be the length of the SBEAS contract period at a minimum.

Populated or Unpopulated: The rule change effective as of 24 August 2016, is only applicable to the Small Business Mentor

Protégé Programs.

Authorized Reps to Manage JV

Project Manager

Criteria Page Number

Reference

Paragraph/Section

Reference

Managing Partner

Clear Lines of Authority

Terms for Expenses

Joint Property

Joint Liability

Joint Participation in Profits

Separate Banking

Account Funded

Separate Bookkeeping

Taxation

Insurance

Mutual Indemnity

Mutual Assistance

No Competition Covenant

Confidentiality of Proprietary Information

Member Insolvency or Failure of Lead to

Complete Task

Dispute Resolution

Governing Law

Agreement evidences full agreement b/w the parties

Commitment/compliance to perform the work required under the SBEAS contract

Paragraph/Section

Reference

Signatures It is permissible to submit “draft” agreements with the condition that a signed copy be provided with the offeror’s proposal.

Authority to Bind

Mentor Protégé JVA (CFR 13 125.8(b))

In addition to the above criteria, all Mentor Protégé JVAs shall be in compliance with 13 CFR 125.8(b) and (d). It is not the Government’s intent to have offerors duplicate information therefore, if the required criteria specified in 13 CFR 125.8(b) is duplicated above, it need not be addressed twice.

In accordance with 13 CFR 125.8(b), Contents of joint venture agreement, Every joint venture agreement to perform a contract set aside or reserved for small business between a protégé small business and its

SBA-approved mentor authorized by § 125.9 or § 124.520 of this chapter must contain a provision:

Paragraph/Section Reference

Setting forth the purpose of the joint venture

Designating a small business as the managing venturer of the joint venture, and an employee of the small business managing venturer as the project manager responsible for performance of the contract. The individual identified as the project manager of the joint venture need not be an employee of the small business at the time the joint venture submits an offer, but, if he or she is not, there must be a signed letter of intent that the individual commits to be employed by the small business if the joint venture is the successful offeror. The individual identified as the project manager cannot be employed by the mentor and become an employee of the small business for purposes of performance under the joint venture

Stating that with respect to a separate legal entity joint venture, the small business must own at least 51% of the joint venture entity

Stating that each participant must receive profits from the joint venture commensurate with the work performed by the concern

Providing for the establishment and administration of a special bank account in the name of the joint venture. This account must require the signature of all parties to the joint venture or designees for withdrawal purposes.

All payments due the joint venture for performance on a contract set aside or reserved for small business will be deposited in the special account; all expenses incurred under the contract will be paid from the account as well

Itemizing all major equipment, facilities, and other resources to be furnished by each party to the joint venture, with a detailed schedule of cost or value of each, where practical. If a contract is indefinite in nature, such as an indefinite quantity contract or a multiple award contract where the level of effort or scope of work is not known, the joint venture must provide a general description of the anticipated major equipment, facilities, and other resources to be furnished by each party to the joint venture, without a detailed schedule of cost or value of each, or in the alternative, specify how the parties to the joint venture will furnish such resources to the joint venture once a definite scope of work is made publicly available

Specifying the responsibilities of the parties with regard to negotiation of the contract, source of labor, and contract performance, including ways that the parties to the joint venture will ensure that the joint venture and the small business partner(s) to the joint venture will meet the performance of work requirements set forth in paragraph (d) of this section, where practical. If a contract is indefinite in nature, such as an indefinite quantity contract or a multiple award contract where the level of effort or scope of work is not known, the joint venture must provide a general description of the anticipated responsibilities of the parties with regard to negotiation of the contract, source of labor, and contract performance, not including the ways that the parties to the joint venture will ensure that the joint venture and the small business partner(s) to the joint venture will meet the performance of work requirements set forth in paragraph (d) of this section, or in the alternative, specify how the parties to the joint venture will define such responsibilities once a definite scope of work is made publicly available

Obligating all parties to the joint venture to ensure performance of a contract set aside or reserved for small business and to complete performance despite the withdrawal of any member

Designating that accounting and other administrative records relating to the joint venture be kept in the office of the small business managing venturer, unless approval to keep them elsewhere is granted by the District

Director or his/her designee upon written request

Requiring that the final original records be retained by the small business managing venturer upon completion of any contract set aside or reserved for small business that was performed by the joint venture

Stating that quarterly financial statements showing cumulative contract receipts and expenditures (including salaries of the joint venture's principals) must be submitted to SBA not later than 45 days after each operating quarter of the joint venture

Stating that a project-end profit and loss statement, including a statement of final profit distribution, must be submitted to SBA no later than 90 days after completion of the contract

Mentor Protégé JV Agreements (CFR 13 125.8(d) In accordance with 13 CFR 125.8(d), Certification of compliance, Prior to the performance of any contract set aside or reserved for small business by a joint venture between a protégé small business and a mentor authorized by § 125.9, the small business partner to the joint venture must submit a written certification to the contracting officer and SBA, signed by an authorized official of each partner to the joint venture, stating as follows:

Criteria Page Number Reference Paragraph/Section Reference

The parties have entered into a joint venture agreement that fully complies with paragraph

(b) of this section

The parties will perform the contract in compliance with the joint venture agreement and with the performance of work requirements set forth in paragraph (c) of this section