OTAs have become an increasingly hot topic in the defense industry, not only for small businesses and non-traditional defense contractors, but also for large government contractors. An Other Transaction Agreement (OTA) is a unique vehicle that certain federal agencies can use to obtain or advance R&D and/or prototypes. OTAs are legally binding acquisition instruments other than contracts, grants, or cooperative agreements. They allow DoD to use streamlined procedures to procure research and development and prototypes and to award follow-on sole-source production contracts. OTAs are not subject to most acquisition laws and regulations. They offer, among other things, a much lower compliance burden and the opportunity to negotiate more favorable intellectual property rights. OTAs have been used to acquire everything from weapons to technologies with broad commercial application. This program will provide an overview of OTAs, including recent DoD guidance, will highlight some of the unique attributes of these types of agreements, and will discuss the potential advantages they offer both established and new entrants to the federal market.

Keith R. Szeliga is a partner in the Government Contracts, Investigations & International Trade Practice Group for Sheppard Mullin’s Washington, D.C. office. He is also a member of the firm's Aerospace and Defense Industry Team. Keith represents clients ranging from small businesses to the nation's largest defense contractors in a broad range of Government contracts matters, including bid protests, compliance, mergers and acquisitions, audits and investigations, subcontracts and teaming agreements, and CDA claims and appeals. Keith advises clients regarding the full spectrum of statutes and regulators applicable to Government contractors including:

• Government contracts cost and pricing issues, including the Cost Principles, the Cost Accounting Standards, and the Truth in Negotiations Act
• Rights in technical data, computer software, and patents under Government contracts
• Personal and organizational conflicts of interest
• Revolving door and other post-Government employment restrictions
• Procurement Integrity Act compliance
• Small business issues relevant to Government contractor mergers and acquisitions
• Bribery, gratuities, and kickbacks
• False Claims Act and other fraud allegations
• The FAR Mandatory Disclosure Rule

On May 17, the NCMA Dulles Chapter and are excited to bring to you a PCI/GoFARther℠production of FAR-eoprady!

What is that you might ask? At our next program, we plan to offer a little fun and competition into your lives. Steve Daoust, PCI’s host of Fun with the FAR℠, will be hosting a game show that will pit three of you (and a team of our choosing to help you) against each other as we ask to you answer questions about Government contracting and the FAR for points and prizes. So come on out to join us for a little fun and laughter as we pick your brain on the simple and perhaps complex nuances of our profession in a different and unique forum.

Stephen Daoust currently is the Vice President Legal, Contracts and Compliance, Iridium Satellite LLC. Throughout his 25 year career, Steve has worked as a Chief Government Contracts Counsel, Director of Contracts, and Chief Compliance Officer for both publicly traded companies like Iridium and Affiliated Computer Services and large accounting firms like PricewaterhouseCoopers where he was asked on a daily basis to provide expert advice and counsel on the negotiation and administration of contracts with federal, state, and local governments as well as international organizations such as the United Nations and the World Bank.  Steve also practiced law for seven years in the Washington, D.C. office of McKenna & Cuneo in the areas of government procurement, compliance and complex litigation, representing the firm's Fortune 50 clientele in litigation before the Armed Services Board of Contract Appeals, Army Corps of Engineers Board of Contract Appeals, and the U.S. Court of Federal Claims.  Steve began his government contracts career working with lawyers in the Army Judge Advocate General’s Office assigned to the Defense Supply Service –Washington contracts organization.

Steve  has written and has provided extensive training materials to corporate audiences on topics involving, marketing and selling services to the Federal Government, federal outsourcing, ethics and compliance, business management, commercial contracting practices, mergers and acquisitions of federal contractors, GSA multiple award schedule contracts, TINA, contract claims, insider trading, anti-trust, organizational conflicts of interest, teaming agreements, effective review of government solicitations, drafting effective solicitation questions, and sexual harassment/discrimination and has authored an article for the National Contract Management Association entitled "Partnering with the Federal Government - A Contractor's Perspective." Steve is an active member of the American Bar Association's Public Contract Law Section and the Washington Metropolitan Association for Corporate Counsel of America. Steve received his B.S. degree cum laude in the field of political science at American University and earned his Juris Doctorate at The George Washington University National Law Center.

Discover how you can go beyond the basics in developing your pricing strategy.  Getting the basics down first is critical to embracing the rhythm of strategic pricing….and there is more. Once you have mastered the basic techniques and considerations, you are ready to discover how your competition will look at their price and what your customer will look for. You’ll learn how to portray the value you offer in several ways throughout your pricing and in the narrative and graphics you build.  In today’s environment, it takes using additional tools in your toolbox to get the winning edge.

Marsha Lindquist is an experienced price proposal manager & contracts professional.  She is an expert in cost proposal management, development & pricing strategy. Marsha has built a tradition of quality consulting to Government contractors for over 30 years. She has wide-ranging experience with Government contracting firms–mostly scientific & high technology companies. Marsha is adept in persuasive pricing that wins & is masterful in authoring customer-focused winning pricing strategies. Ms. Lindquist has achieved the distinguished title of NCMA Fellow & APMP Practitioner. You can reach Marsha at www.GraniteLeadershipStrategies.com or email her at Marsha@GraniteLeadershipStrategies.com or by calling her at 480-513-1132.

Government contractors routinely use Teaming Agreements to secure federal business opportunities. The Federal Acquisition Regulation (FAR) generally recognizes the validity of teaming arrangements, but recent case law has called into question the enforceability of such agreements.

David Gallacher is a Partner in the Government Contracts, International Trade and Investigations practice group in Sheppard Mullin’s Washington, D.C. office. David’s practice involves counseling companies – both large and small, in the defense and civilian markets, doing business in both the U.S. and international markets – regarding the complexities of federal procurement laws and the difficulties inherent in doing business with the U.S. Government. He has extensive experience on a wide range of issues including, among other things, teaming agreements, subcontract administration and flowdown requirements, prime/subcontractor relationships, country of origin preferences, export controls, commercial item exceptions, merger and acquisition due diligence, cost accounting, suspension and debarment, and small business requirements. He also has broad based litigation experience relating to defending False Claims Act cases in the U.S. District Courts, prosecuting claims before the Boards of Contract Appeals, pursuing bid protests before the GAO, and litigating in numerous other administrative settings. He regularly assists companies by conducting internal reviews relating any number of federal compliance issues, allowing companies to implement internal controls as well as assisting companies in making disclosures to the appropriate government authorities, when appropriate. In 2007, he successfully arbitrated a dispute between two prominent government contractors relating to the validity and interpretation of a teaming agreement and its proprietary data provisions. He is a prolific writer and can be followed at www.governmentcontractslawblog.com.

This presentation will preview DCMA updates to the 2019 CPSR process and help attendees prepare for their next contractor purchasing system review. Along with general updates, this presentation will explore the initial tasks required to prepare a company for a purchasing system review and explain various aspects of the review process attendees are likely to experience. Finally, attendees will be invited to initate discussions regarding real-time CPSR prep issues and receive direct feedback from an expert in federal supply chain management.

Keith R. Szeliga is a partner in the Government ContractsPractice Group in Sheppard Mullin’s Washington, D.C. office and a member of the firm's Aerospace and Defense Industry Team.

Mr. Szeliga represents clients ranging from small businesses to the nation's largest defense contractors in a broad range of Government contracts matters. His practice includes bid protests, compliance reviews and counseling, mergers and acquisitions, audits and investigations, subcontracts and teaming agreements, cost issues, and claims and appeals.

Mr. Szeliga frequently lectures and writes on government contracts IP issues. His experience in that area includes counseling clients regarding IP clauses, negotiating licenses, customizing EULAs, developing strategies, implementing policies and procedures, conducting internal reviews, and supporting claims.

Have you ever wondered what does it mean for the Government to negotiate a fair and reasonable price and how they come to that conclusion? This program is aimed to provide insight into proposal analysis, what exactly proposal analysis encompasses and all of the elements involved in the analysis.

The following biographical excerpt is from DMCA's website:

I am a supervisory contract price and cost analyst at DCMA Manassas.

My job duties include supervising a group of eight contract price and cost analysts whose main duties are to provide field pricing assistance to customers within the Department of Defense. My group provides reports that help contracting officers determine a fair and reasonable price based on the contract price and cost analysts’ analysis of the proposal’s cost elements.

I have been a part of the DCMA team for four years.

I like working at DCMA because it is a constant learning environment. Each proposal we review is unique so there is always a new challenge. I have also enjoyed the opportunity to grow within the agency. I work with a talented group of people who help push each other to take on new challenges that will foster growth, creativity and invaluable knowledge and experience.

I am the independent eyes and ears for DoD because I ensure the reports given to contracting officers have insight and valuable information that will help determine a fair and reasonable price the government should pay. We ensure contracting officers have the most current, accurate and complete data to make an informed decision.

I provide actionable acquisition insight to DoD by working with contracting officers to get them the information needed so they can make knowledgeable decisions that will help get warfighters the products and services they need.

The presentation begins with comments on two key preliminary considerations – contract formation, i.e., whether there is a contract (and FAR Part 16 types that sometimes spawn misunderstandings) and contract content (including the duty of good faith, the Parol Evidence Rule, and the “Christian Doctrine”). Contract interpretation is addressed beginning with the objective-subjective views and the law’s preferences for certain interpretative results.  Then the principles that apply to the words of the contract are explained. This is followed by the Plain Meaning Rule, a gate-keeper in federal contract litigation on the consideration of information from outside the pages of the contract. The principles that are applied to outside information are then explained. Finally the tie-breaking rule of contra proferentemis explained, along with its federal exception – the contractors’ duty to inquire into a “patent ambiguity” in the solicitation.

Ken was in the federal government (military and civil service) from 1970 to 2007, when he retired and became the General Counsel of a defense contractor. He retired again in 2009, and teaches and writes. He is a co-founder of the Public Contracting Institute for whom he teaches contract interpretation, fiscal law, legal ethics, a variety of government contracting subjects, and federal grants (he is the author of Thomson Reuters’ authoritative 1600 page Federal Grant Practice). He has been a presenter at the NCMA World Conference and SubCon conferences (2016 & 17), ABA national convention (2018), the the Army War College and Naval Postgraduate School (2005-present), and the Government Contract Year in Review (2014-18). Within the last 18 months he has addressed NCMA Chapter meetings in Bethesda, Boston (x2), Charlotte NC, and Pomona CA. He is the author of several NCMA Contract Management magazine articles (next article in December 2018) and Thomson Reuters’ Briefing Papers (latest one in November 2018). Ken is a member of the NCMA Frederick Chapter.

The presentation will provide an overview of what a contractor should know about subcontracting: subcontract selection, subcontracting requirements, and the responsibilities of the prime contractor.  The applicable FAR requirements will be discussed as well as the business systems involved with monitoring subcontracts.  Participants will learn what information is required to be submitted with the annual incurred cost submission and what the subcontractor will need to provide to the prime. Finally, common deficiencies and frequently asked questions will be provided.

Intellectual property rights frequently are a mong a government contractor's most valuable assets. However, government contracts are subject to a complex regulatory framework that makes such rights easy to lose and difficult to protect.  This program provides an easy-to-follow explanation of the rules that govern the creation, allocation, and protection of rights in technical data and computer software under government contracts and subcontracts.  It also suggests practical tips and strategies for negotiating and protecting those rights.