VetBizLawyer Podcast

Size and Status Protest Episode Joseph: All right. We've got a few more people funneling in, but we'll go ahead and get started because we want to be respectful of everyone's time. We sent out an invite, or rather a reminder, about an hour before the 10:00 Mountain Time, about an hour before this kicked off with some instructions, so hopefully, I know I got some feedback on the last one that some people had some difficulty getting into the room. Hopefully those technological issues have been worked out. So I'm going to kick it off. Joseph: Hello everyone, and welcome back to another version of David versus Goliath, and 10 weapons small businesses and general councils need to win. If this is your first webinar with us, welcome. If you have joined us before, we are flattered and welcome back. Joseph: Today, we're going to start the first of what will be a multi-part series in post award bid protest. Specifically, we're going to be covering size standard protest and socioeconomic status protests. Both are governed by the Small Business Administration or SBA, and both must be submitted within a very limited timeframe. With me today is [Dani Terolli 00:01:03], she is one of our associate attorneys in our firm, and has moderated all of our previous webinars. The structure of today's webinar will be primarily a Q & A. The questions are the variety that we regularly get from clients and from prospective clients on what to do immediately following the award of a contract or the government's notice of potential award. These types of questions usually creep in when you, as the disappointed offer, are convinced that the awardee either does qualify because it is too large, or because it doesn't meet within the socio-economic set-aside criteria. Joseph: The time today will be split with the first 20 minutes of question and answer being between Dani and me, and we will try to reserve the last 10 minutes to answer questions that you, as the audience, may have, and there should be a Q & A button on your screen. You can submit questions that way, and then of course we'll moderate, Dani will moderate those and we'll have an opportunity to touch on those. A few of you have already started to send chats. All right, and Tom is in the background and he will be helping you guys with any technical issues or any questions. If I'm not speaking up loudly enough, just let us know through the chat, and I'll try to adjust. Joseph: All right. So without further ado, I'll let Dani shoot the first question, and that be the last thing I read today. Dani: Thanks Joe, so I guess to get us started, why don't you tell the audience what a side standard protest actually is. Joseph: All right. So a side standard protest to the nerds in the room, like myself, will sound a little self-explanatory. So I believe that most people, most of the companies represented on today's meeting are small businesses. You hear that term thrown around a lot in the media, but small business hat is a defined term by the Small Business Administration. The easiest way for me to present that is our law firm, and they're all controlled by NAICS codes. So our law firm's NAICS code is 54000, office of attorneys. The size standard for office of attorneys, I believe as the most recent publication of the SBA size standards, is $12 million. And that is $12 million as per year, as demonstrated by literally the very top line revenue receipts of your company as average over the last three or five years. And when I say three or five years, the SBA recently promulgated rules that allowed owners or companies to pick either three or five years, depending on what is the most advantageous to that company.

This episode covers Evaluation Criteria and LPTA vs. Best Value Contracts

To see the entire transcript to this podcast, please visit the post at https://www.whitcomblawpc.com/blog/video/government-contracting-best-practices [https://www.whitcomblawpc.com/blog/video/government-contracting-best-practices]

13 THINGS TO LOOK FOR IN A SELLER’S REPRESENTATIONS AND WARRANTIES My name is Joe Whitcomb coming to you from Whitcomb Selinsky PC. We are a Denver-based law firm in the South Metro portion of Denver Colorado. It is April 6, 2020, and we are in the throes of the COVID 19 crisis. I am bringing you another episode of Vetbizlawyer podcast and video. Today I'm going to speak to you about representations and warranties which are documents that normally accompany the purchase or sale of a business. For most of today's discussion I'm going to be bringing you items you would be looking for as a buyer in the seller's representations and warranties. The Company that you as the seller are acquiring is usually referred to as the target company. The representations and warranties are normally presented to you during the course of the transaction but before you actually close on the purchase of the company. The name representations and warranties, does a good job describing what the documents are. Representations are issues that the seller of the Company is informing the buyer about before the purchase. Warranties go farther than that in that they are more akin to a guarantee. Normally, as a buyer, if a seller meaningfully misrepresents a warranty, you would have the option of withdrawing from the purchase or getting a portion of your money refunded by the seller. Conclusion If you are currently asking yourself, "why go to the trouble of getting all of these representations and warranties in writing?" It may be because your planning on doing a thorough due diligence investigation before closing. However, that process will be time-consuming and expensive. Getting the seller to make meaningful commitments in its representations and warranties, could make the costs of unearthing negative information expensive for the seller. Put differently, if the seller knows that you have the authority to not only pull out of negotiations but also the authority to charge the seller money for your time and financial investment then it may incentivize a more truthful disclosure from the outset. Also remember, most Letters of Intent come with exclusivity provisions, which means that while you are negotiating the purchase of this company you will be foreclosed from purchasing one of the seller’s competitors. This means you are effectively "out of the market" the entire time you are performing your due diligence on the target company. Of course, the same is true for the seller, but they may not have the same urgency that you do in the transaction. Therefore, a great way to save you time, money, and aggravation is insisting on thorough and accurate representations and warranties covering the above 13 items. This is all for this week’s vetbizlawyer video and podcast. I hope that you and yours are safe and secure during this COVID crisis.

[Introduction] Good afternoon, my name is Joe Whitcomb. I am the founder and president of Whitcomb Selinsky PC, a veteran owned, operated, and centric law firm located in Denver, Colorado. Today I'm going to take some time and talk to those of you that are beginning to consider government contracting. We represent a lot of veteran business owners across the country in the space of government contracting and we regularly get the question either by email or by phone call “Hey, I'm interested in government contracting. How do we get started?” So, today's video is going to cover about ten topics on exactly what it takes to get started in government contracting. [Why do business with the Federal Government?] The first topic we're going to cover is why do business for the federal government in the first place. Most companies will have defined themselves as either a B to B or B to C enterprise depending on whether their business focuses on other businesses or consumers. That said, many understand that the federal government is a huge consumer of goods and services. In fact, they are the largest consumer of goods and services in the United States with about a 4.5 trillion-dollar budget and about $560 billion of that going to government contractors. So, one reason to be in the government contracting space is that there's a lot of money in it. Also, usually there are contracts involved that give business owners a little bit of a little bit of runway. Meaning, if you win a five-year contract, of course it is not guaranteed, but in most instances the five-year contracts last five years.  Additionally, once a contractor has won a contract, they are now incumbents and have an increased chance of winning on recompete. If a client were to ask me, I would typically advise them to diversify and do business with consumers, commercial businesses and with federal, state, and local governments. However, those are business decisions that are made by business owners and their consultants. So that’s my answer to the question “Why do business with the federal government in the first place?” [Where do I start?] Once you’ve made the decision to do business with the federal government the question becomes “Where and how do I get started?” Once you have created articles of organization and filed them with your state’s secretary of state, the next thing you will do is get a federal Dun’s number. On your screen there should not be an image of Dunn & Bradstreet’s “iUpdate [https://fedgov.dnb.com/webform/searchAction.do].” You can Google that or you can follow the link that is in the blog post that accompanies this video. That link will take you out to a website where you just begin populating it with information; i.e. the names of the owners, business addresses and so forth and eventually what you'll get is a number we typically refer to as a DUNS number. That DUNS number becomes the number by which the federal government will identify your company.  It is important to note that the U.S. government does not use your company’s EIN. There are instances in which you will need to supply the government with your EIN, but most times, the government will use your DUNS number which is free. An important note, your company should not have to pay anybody for a DUNS number. It is also important that when you apply for your DUNS number that the information on the Secretary of State's website is accurate, because that is the information that DUNS will use to populate important matters like your company’s address. So, make sure to keep your company’s information up to date on your State’s Secretary of State page. Now that you have your DUNS number, what's next?