11 CPCM Fast Track Breakout Session # 1301 through 1304 Name: Mike Criss, Fellow & Jack Hott, CPCM, Fellow Date: April 6 & 7, 2009 Time: All 4 sessions

22 Introduction What is a Contract –Offer and Acceptance –Legal Purpose –Competent Parties –Adequate Consideration –Requirements for Writing or Form –Rescission –Bilateral vs. Unilateral –Express vs. Implied

3 Introduction What is Contract Management? A Process of Managing: –Deliverables –Deadlines –Contract Terms –Ensuring Customer Satisfaction

4 Introduction Ethics Professional Certification –Bachelor’s Degree –Five Years Experience –120 Hours of Continuing Education –Pass Examination Must have approved application on file to sit for the exam

5 Introduction Contract Life Cycle –Acquisition Planning –Pre-Award –Award –Post-Award

6 Introduction Stakeholders and Organizational Influences –Many Stakeholders Principle and Secondary –Internal and External Organizational Influences Managers Marketplace Technology

7 Introduction Competencies –Business Marketing Management Operations Accounting –Contracting Ethics Laws and Regulations Standards of Conduct

8 Acquisition Strategy Competencies Acquisition Planning Market Research Contract Methods and Methodology Contract Types Contract Incentives Other Types of Contracts, Agreements, and Arrangements Contract Financing Intellectual Property

9 Acquisition Planning Description of Need Conditions & Constraints Establish Target Costs Required Capabilities or Performance Delivery or Performance Period Trade-offs Risk Plan of Action

10 Contract Methods & Methodology Sealed Bidding Negotiation Simplified Acquisition Federal Supply Schedules E-Commerce Master Agreements Prequalification

11 Contract Type Cost-Reimbursement Time & Materials Fixed-Price Incentives (Cost & Performance) Awards (Objective & Subjective) BOA & IDIQ I hate hybrids and letter contracts!!!

12 Contract Financing Commercial –Loans, Line of Credit, Advance Funding, Venture Capital Government –Progress Payments based on incurred cost, Construction Progress Payments, Milestone, Performance-Based Payments, Advances, and Loan Guarantees

13 Intellectual Property Patent Rights Copyrights Trademark Data Rights Licensing Royalties Trade Secrets Shop Rights Nondisclosure Agreements

14 Pre-Award Competencies Acquisition Planning Market Research Acquisition Plan Contract Methods and Methodology Contract Incentives

15 Pre-Award Competencies Requirements Preparation Publicity Proposal Evaluation Source Selection Negotiations

16 Preparation of Requirements Complexity Statement of Work Contract Type and Method Terms and Conditions Evaluation Procedures Proposal Preparation and Submission Other Considerations

17 Preparation of Requirements Statement of Work (SOW) Types –Design –Performance –Functional

18 Preparation of Requirements Elements of a SOW –Objective –Scope –Description –Performance Standards –Reporting Requirements –Staffing Requirements –Resources to be Provided –Reference Documents

19 Contract Type and Method Fixed-Priced Cost Reimbursable Fee or Profit Incentive Arrangements Risk Sharing

20 Terms and Conditions Risk Sharing Reduce Ambiguity Boiler Plate Automated Systems Pick List Standard or General Terms Special Terms or Conditions

21 Evaluation Procedures Clearly State Evaluation Procedures Sealed Bidding (IFB) Negotiated (RFP) Too Few vs Too Many Factors Independent Factors Relative Importance Understanding by Offerors Follow Plan

22 Instructions for Proposal Preparation and Submission To Ensure Uniform Submission are Received Specific vs General Areas to Consider –Page Count and Format –Organization of Proposal –Number of Copies –Due Date

23 Other Preparation Considerations and Requirements Independent Technical Review Marketplace Comments –Draft RFP Pre-Solicitation Notices and Conferences

24 Publicity Government Agencies –Over Certain Dollar Thresholds Posted on Website –FEDBIZOPS –Doing Business With Exceptions –Certain Government-Wide Contracts –Mandatory Sources –Small Business Programs –Under Thresholds Adequate Number of Sources Or Informal Methods

25 Publicity Commercial Organizations –Trade Journals or other Media –May Use Government Resources –Maybe Contract Specific Language

26 Publicity Advertisement should remain open long enough to be useful. Amendments and Changes can also be advertized.

27 Proposal Evaluation Typical Evaluation Considerations Typical Evaluation Techniques

28 Typical Evaluation Considerations Price Technical Capabilities Management Capabilities Past Performance Relative Significance of Evaluation Factors

29 Typical Evaluation Techniques Separate Evaluation of Technical Aspects Compliance Matrix Independent Evaluation Uniform Rating Scale –Numeric Scales –Color Schemes –Adjectival Scales Compare Results and Reach Consensus

30 Source Selection Organization and Process Organization –Page 39 Process –Page 40

31 Negotiations Preparation Negotiation Team Negotiation Objectives Negotiation Guidelines

32 Negotiations Strategies and Tactics –Cooperative –Competitive –Time Restricted –Deadlock

33 Negotiations The Negotiation –Fact–Finding –Location –General Introductions –Agenda –Use of Question and Answer –Start Easy

34 Negotiations Agreement –Negotiation Document Description of Supplies or Services Solicitation or Proposal Number Parties Involved History Negotiations Objectives Negotiation Summary –Concessions –Major Items discussed and outcomes –Use and reliance on data –Copy of agreed-to final position

35 Contract Award Competencies Preparation of Contract Document Award Notification

36 Contract Award Competencies Award –Preparation of the Contract Document –Contract File –Post-Award Conference Notification

37 Award Preparation of the Contract Document –Form UCF, UCC, Other –Capture Agreement –Reduce Ambiguities –Attachments

38 Award Contract File –Completeness Record of –Pre-Solicitation Activities –Solicitation –Evaluation –Award Process –Close Out Administration –Include Appropriate Documents –Proper Review of File

39 Award Post-Award Conference –Consider Complexity of Contract –Not a Meeting to Fix Problems –Confirm Understanding and Begin Performance –Consider Attendees

40 Notification Prompt Notification of Successful Offeror Notification to Unsuccessful Offerors Publicity Requirements

41 Post-award Competencies Contract Administration Subcontract Administration Changes and Modifications Property Transportation Disputes Termination Contract Closeout

42 Contract Administration Depth of Post-Award Administration Impacted by Many Factors –Contract Type –Value –Financing –Quality of SOW/Specifications –Profitability –Expectations of the Parties

43 Contract Administration (con’t) Effective Communication Post-Award Meeting Period Status Review Meetings Written Status Reports Observation Documentation

44 Subcontract Administration Risk Associated with Outsourcing Client Oversight of Outsourcing Win Strategy Impact on Outsourcing The Privity Conundrum Subcontractor Claims Flowdown of Requirements & Clauses

45 Changes and Modifications Directed –Who can direct –What can be directed Constructive –Action or inaction that results in a change not through contract change provisions/clauses Cardinal –Out of Scope –Breach of Contract Force Majeure –Acts of God –Excusable Delay

46 Changes and Modifications Prompt Notification of Apparent Noncompliance Early Identification of Changes Agreement of Authority to Affect Change Agreement on Estimating Processes Written Concurrence

47 Property Ownership Accountability Competitive Advantage Property Administration

48 Transportation Required Receipt Dates Mode of Transportation Transportation Related Services Responsibility for Transportation Charges

49 Disputes Contractual Remedies Informal Collaboration Negotiation Alternative Dispute Resolution (ADR) Resolution Through Available Legal Means

50 Termination Termination for Default (T4D) Termination for Convenience (T4C) Termination by Mutual Consent No-Cost Termination/Cancellation

51 Contract Closeout Required goods or services have been received and accepted (Physical Competition) Property disposition Classified data disposition Outstanding claims and issues settled Invoices received and paid Final Invoice and release Formal notice of administrative closeout executed Excess funds deobligated

52 Specialized Knowledge Competencies R&D A&E and Construction IT Service Contacts Contract with State and Local Governments Supply Chain Management International Contracting

53 Research and Development Future looking and uncertain requirements Difficult to define scope see page 58 Widely Publicized Not Suited for FFP Solicitations Given only to Qualified Firms Evaluation Criteria see page 59 Awarded on the Basis of Technical Approach or Innovation

54 A&E and Construction A&E –Professional Services –Modified Evaluation Approach –Selected Based on Most Qualified Construction –Uses Sealed Bidding and Negotiation –Special FAR Part and takes Precedence

55 Information Technology Risk due to pace of change Use of modular contacting –Braking requirements into smaller packages to minimize risk

56 Service Contracts Special FAR Part Walsh Healy Service Contract Act Wage Determinations Performance Based Contracting

57 State and Local Governments Varies by State and Municipality Can be closer to Commercial See page 62

58 Supply Chain Management Evolutionary Process Lower Total Installed Cost –Reduce Number of Suppliers –Negotiate Long-Term Contracts –Rigorous Inspection of Supplier Base –Continuous Improvement

59 International Contracting Buy America and Trade Agreements Act –Sensitive to Foreign Content Language Location Different Meaning and Commercial Terms Currency Differences More Third Party Involvement Social Customs Different Processes Legal Processes Tax Implications Export Issues and Political Climate

60 Anatomy of a Multiple-Choice Question Stem –Read the FULL statement to understand what the question is asking Key –The correct answer Distracters –Plausible answers to those who cannot ascertain the correct answer

61 Test Time! Discussion? Questions?