1. WBE / MBE / DBE / SBE CERTIFIED COMPANY Teaming and Joint Venture Partnerships 500 Horizon Drive, Suite 540, Robbinsville, NJ 08691 609.890.7277 www.parsenviro.com

2.  Established in 1984 in Robbinsville, NJ  Innovative solutions to a broad range of environmental, engineering, health & safety and industrial hygiene issues  Clients include the Federal, State and Local Governments; Utilities; Public and Private Sector Companies  Award-winning Woman-Owned, Minority-Owned, Disadvantaged, Small Business Enterprise (WBE/MBE/DBE/SBE) PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY ABOUT PARS

3. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Teaming Agreement Vs. Joint Venture Teaming Agreement - An Agreement between companies to pool resources to obtain and perform a contract. Does not require forming a new legal entity. Joint Venture (JV) - A business agreement in which the parties agree to develop, for a finite time, a new entity and new assets by contributing equity. They exercise control over the enterprise and consequently share revenues, expenses and assets.

4. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Teaming Agreements Teaming Agreement Terms Statement of Work Proposal Preparation Responsibilities Exclusivity What Happens if Prime Contract Awarded Duration of Agreement

5. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Teaming Agreements Negotiate Up Front Negotiate Favorable Subcontract Terms as Part of the Teaming Agreement A Potential Subcontractor Loses Negotiating Leverage Once Prime Contract Awarded Bring Something Unique to the Table Negotiate With the Decision Maker

6. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Teaming Agreements Provisions to be considered: Prohibition against employee raiding Requirement to exercise subcontract option if prime contract option exercised Limiting primes right to terminate for convenience to work terminated by the Government/client

7. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Joint Ventures Typical Reasons to form a Joint Venture Expand Service Area Enhance Capabilities and Experience Complementary products/service areas Experience of both firms will be evaluated as together as the Prime’s experience in the review process.

8. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Joint Ventures Elements of a Joint Venture Agreement: Business Operations Management Committee Program Manager and Key Positions Capital Contributions Financial Matters Property Liability and Indemnification Reimbursement for Services and Expenses Insurance Term and Termination

9. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Joint Ventures Duration – Setting up the Entity DUNS Numbers usually take up to 48 hours to process EIN numbers are immediate Joint Bank accounts generally require business formation documents, an operating agreement, and personal information of both JV partners. It is generally a good idea to get a legal review of the agreement so time should be allotted for this review period.

10. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Joint Ventures Selecting Teaming Partners Previous work history together Complementary Capabilities Similar values/corporate culture Suggest partnering on projects in a Prime/Sub relationship prior to establishing a Joint Venture *In a joint venture you are legally tied to the other entity, therefore either firms performance on the contract will reflect on the other company.

11. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Joint Ventures Building Successful Relations with Teaming Partners Communication Frequent meetings Make sure that there is a clear understanding of the division of work/profits prior to starting work. Be very clear as to lines of project communication and client communication.

12. PARS Environmental, Inc. A EDWOSB / WBE / MBE / DBE / SBE CERTIFIED COMPANY Questions?