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Overview
Relationships, Flowdowns and Negotiations

Awarding, accepting, managing and performing subcontracts arising under a U.S. Government Prime Contract requires the Prime Contractor and higher level subcontractors to accept and flow down to their subcontractors and suppliers a unique set of contractual and regulatory obligations and requirements.

This class will help you identify differences between commercial and Government subcontracting, management and performance from a legal, contracting, pricing and performance management perspective.

Attendees will understand the rights and obligations relating to subcontract performance and management that result from government contract terms and conditions and the Federal Acquisition Regulations, and will develop the skills necessary to use and maintain these rights during subcontract performance and management, beginning with  the development of  technical, quality  and delivery requirements through a clear and mutually agreeable statement of work.

During the course we'll review proposal generation, cost and pricing requirements, negotiation of appropriate terms and conditions, performance schedule, pricing, and payment schedules leading up to the award of a subcontract.  

After the award of a subcontract, the rights of the buyer to oversee and manage the performance of the subcontractor, and the rights and obligations of the subcontractor, will also be discussed. In addition, the course will address the rights and obligations of both parties under a termination for convenience or default.

Learning Objectives
After completing this course, you will be able to:
  • Recognize similarities, differences and relationships between a government contract and a commercial contract
  • Determine flowdown clauses to subcontractors
  • Develop subcontract terms and conditions
  • Create a basic teaming agreement
  • Develop an understanding of the solicitation process
  • Analyze contract pricing and subcontract pricing
  • Incorporate inspection, acceptance and warranty language into contracts
  • Broker disputes 
Dates/Locations
November 14-15, 2024
San Diego Marriott La Jolla
San Diego, CA, United States
Travel Info
Request Group Quote
Fill out this form and someone from FPS will contact you shortly. You can fill out as much or as little information as you would like. Prefer to talk to us? Call 651.666.2030.
Submit
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September 15-16, 2025
Planet Hollywood
Las Vegas, NV, United States
Travel Info
Request Group Quote
Fill out this form and someone from FPS will contact you shortly. You can fill out as much or as little information as you would like. Prefer to talk to us? Call 651.666.2030.
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October 27-28, 2025
The Westin Tysons Corner
Falls Church, VA, United States
Travel Info
Request Group Quote
Fill out this form and someone from FPS will contact you shortly. You can fill out as much or as little information as you would like. Prefer to talk to us? Call 651.666.2030.
Submit
Thank You
You will be contacted shortly.
Agenda
8:00 AM - 3:00 PM
Las Vegas, NV
8:00 AM - 3:00 PM
Orlando, FL
8:00 AM - 3:00 PM
San Diego Mini-Week
9:00 AM - 4:00 PM
All Other Locations
Introduction and Overview: Federal Government Contracts and Commercial Subcontracts
  • Introduction to Federal Government Contracting and Subcontracting
  • Similarities, Differences, and Relationships between Government Contracts and Commercial Subcontracts
  • Laws, Rules, and Regulations Governing Government Contracts and Subcontracts
  • Flowdown Requirements, Solicitation Provisions, and Contract Clauses
  • Federal Acquisition Regulation vs. the Uniform Commercial Code
  • Subcontract Terms and Conditions
  • Contract Interpretation
Solicitation and Award of Government Contracts and Commercial Subcontracts
  • Teaming Arrangements and Nondisclosure Agreements
  • Authority to Contract
  • Synopsis, Solicitation, and Award of Government Contracts
  • Solicitation and Award of Subcontracts
  • Quotes, Bids, and Proposals
  • Developing, Communicating, and Interpreting Requirements
  • Contract and Subcontract Pricing
  • Instructions to Offerors
  • Source Selection
  • Contract and Subcontract Types
DAY 2
SPECIALIZED TOPICS RELATING TO GOVERNMENT CONTRACTS AND SUBCONTRACTS
  • Financing Arrangements
  • Socioeconomic Programs Impacting Subcontracts
  • Subcontract Management
  • Document Marking and Record Retention
  • Commercial Item Contracting
  • Contract and Subcontract Pricing and Disclosure Issues
PERFORMANCE AND ADMINISTRATION OF GOVERNMENT CONTRACTS AND SUBCONTRACTS
  • Inspection, Acceptance, and Warranty
  • Subcontract Payment
  • Contract and Subcontract Changes
  • Contract and Subcontract Disputes
  • Pricing of Contract Adjustments
  • Ethics, Procurement Fraud, and Suspension/Debarment
  • Terminations for Convenience
  • Terminations for Default
Experts
  • Michael Killham
    Experienced Corporate Counsel
    Michael A. Killham is a California attorney specializing in U.S. Government procurement and subcontracting support. He provides legal advice, training, and assistance concerning all aspects of federal and commercial contracting and fiscal law, including but not limited to subjects relating to Contra...
    See Full Bio
  • Steven Tomanelli
    J.D., LL.M.
    Steven N. Tomanelli is the owner of Steven N. Tomanelli & Associates and is an attorney specializing in government contract law in the Washington DC area. Steven N. Tomanelli & Associates provide legal services, training and consulting services in all aspects of government contracting and fe...
    See Full Bio
Accreditation
See Individual Courses For Available Credits
Certificates of Completion are provided to all seminar participants who attend Federal Publications Seminars courses following the event, upon request.
CPE: Continuing Professional Education
Field of Study: Specialized Knowledge
Delivery Method: Group-Live Classroom
Federal Publications Seminars is affiliated with West Professional Development and is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.
For more information regarding administrative policies such as refunds, cancellations and complaints, please contact Federal Publications Seminars at 888.494.3696.
CPE Hours
This program is eligible for: 13 (CPE) hours of credit
Program Level: n/a
Program Prerequisite: n/a
Advance Preparation: n/a
Method: n/a
CLP: Continuous Learning Points
Approved for CLP by Defense Acquisition University
Defense Acquisition Workforce members must acquire 80 Continuous Learning Points (CLP) every two years from the date of entry into the acquisition workforce for as long as the member remains in an acquisition position per DoD Instruction 5000.66. We will provide you with documentation of points awarded for completing the event.
CLP Hours
This program is eligible for: 11 (CLP) hours of credit
CLE: Continuing Legal Education
States have widely varying regulations regarding MCLE credit. LegalEdcenter is an approved provider in AL, AK, AR, CA, GA, IL, ME, MO, MS, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, PA, RI, SC, TN, TX, UT, VA, VI, VT, WA, WI, and WV. Credit may be applied for in other jurisdictions on request and in accordance with state MCLE rules.
Please note that because some states are changing their policy on CLE reporting, you will need to fill out the request for credit from Federal Publications Seminars within 10 business days, or we may not be able to issue credits for the program.
CLE Hours
This program is eligible for: 11 (60 minutes), (50 minutes)
Travel
Planet Hollywood
3667 Las Vegas Blvd South
Las Vegas, NV, 89109
8669197472
Hotel & Room Block Info

There is a room block for this location. The rate is $104/night plus taxes. To reserve your room, click here. Reservations must be made by August 11, 2025.

Please note that upon booking your reservation, your credit card will be charged a deposit equal to the first night's room and tax. To avoid forfeiture of deposit, please ensure all changes and cancellations are made at least 72 hours prior to the scheduled arrival date.

General Information

Food & Beverage
Continental breakfast and lunch will be served.

San Diego Marriott La Jolla
4240 La Jolla Village Drive
San Diego, CA, 92037
8585871414
Hotel & Room Block Info

There is a room block for this location. The rate is $239/night and includes complimentary guest room internet and discounted overnight self-parking at $25/car/night. Reservations must be made by October 14, 2024.

To reserve your room, click here.

Cancel 48 hours prior to arrival to avoid one night room and tax penalty.
Government Per Diem

There is a PER DIEM room block for this location. The rate is $194/night and includes complimentary guest room internet and discounted overnight self-parking at $25/car/night.

To reserve your room, click here. 

Cancel 48 hours prior to arrival to avoid one night room and tax penalty.

General Information

FOOD AND BEVERAGE
Continental breakfast and lunch will be served each day.

The Westin Tysons Corner
7801 Leesburg Pike
Falls Church, VA, 22043
7038931340
Hotel & Room Block Info

There is a room block for this location. The rate is $262 per night plus taxes. Click here to reserve your room. Reservations must be made by October 4, 2025.

General Information

FOOD & BEVERAGE
Breakfast and lunch will be served.
Coffee, tea, and water will be served throughout the day.

In-House
Bring Federal Publications Seminars to your location! If you would like to offer this course in-house, please contact us.
Schedule Training
Schedule Training
Fill out this form and someone from FPS will contact you shortly. You can fill out as much or as little information as you would like. Prefer to talk to us? Call 888.865.9082.
Request a Quote
Thank You
You will be contacted shortly.
CMBOK Alignments
Leadership
Character
Collaboration
Competence
Emotional Intelligence
Vision
Management
Business Management
Change Management
Financial Management
Project Management
Risk Management
Supply Chain Management
Guiding Principles
Communication and Documentation
Contract Principles
Regulatory Compliance
Situational Assessment
Skills and Roles
Standards of Conduct
Team Dynamics
Pre-Award
Plan Sales
Plan Solicitation
Prepare Offer
Request Offers
Award
Manage Disagreements
Plan Negotiations
Price or Cost Analysis
Select Source
Post-Award
Administer Contract
Close Out Contract
Ensure Quality
Manage Changes
Manage Subcontracts
Learn
Continuous Learning
Individual Competence
Organizational Capability
Level
  • 100
    Basic or fundamental subject matter is covered. Courses are geared to general knowledge or can be taken as a refresher.
  • 200
    Specific topics or issues within a topic area are covered. Students should be familiar with terms of art and general concepts concerning the course topic.
  • 300
    Workshops and class discussions cover specific subject matter in-depth, and participation is strongly encouraged. Attendees should have at least 2-3 years' experience in the area of study.
  • 400
    Courses build upon students' knowledge and experience, and cover complex issues within the subject matter. Should have 4-5 years' mastery of subject for in-depth analysis.
  • 500
    Masters-level programs designed for professionals with 5+ years' experience. Courses cover in-depth and technical analysis on specific subjects and updates on current issues.