 Hey GovCon Giants Family, today is our special episode, our guest, Mr. Stephen Co-Prince of Co-Prince Law Firm. He is also the founder of the famous blog, SmallGovCon.com. He's written more than 1,100 posts on government contracting legal issues. It is a must-see, a must-visit website, SmallGovCon.com, for all things government contracting related when it comes to talking about the FAR, subcontracting rules, ADA, and litigation. I actually wrote about SmallGovCon in my book, the Billion Dollar Playbook. I use it as a resource, and I offer it to new incoming small businesses, and not just new small businesses, small businesses who are active, businesses that are active that want to know about all the changing rules, policies, and procurement. Today's guest, Mr. Stephen Co-Prince, shares his journey. He shares common mistakes by small businesses, some pitfalls, horror stories, and experiences over his decades, decades-long journey into the world of government contracting. He's a nine-time speaker at the APTAC conferences and events, been published nationally, been published for a while. So again, we're very thankful and happy. Stay tuned for this upcoming episode of Mr. Stephen Co-Prince of Co-Prince Law Firm. I'm Steve Co-Prince. I'm the founder and a senior partner at Co-Prince Law LLC. We're a boutique firm, five attorneys, exclusively practicing federal government contracts law. Work with hundreds of contractors across the country and a few around the world, too, on anything to do with government contracts laws. Going back some days, you started out working for a law firm that did government contract law, correct? That's right. When government contracts law, my whole career, there's one of those things where you go to law school and a few people know exactly what kind of lawyer they want to be. Usually, it's like your criminal defense or prosecutor types. They're like, I love going to the jail and interviewing people. That's not me. I didn't know what I wanted to do, but I had worked in government before on the legislative side on Capitol Hill, got a job with a government contract firm and actually found that I enjoyed it quite a bit. And that was kind of that. So fell into it and been doing that ever since. What made you decide to start your own law firm? It was really largely a factor of geographical moves. So my wife and I lived in Washington, D.C. I'd lived in D.C. for a long time in that area, good area to live in, but we had our first child and we were thinking about, hey, could we move to a lower cost living place somewhere where the traffic wasn't so bad, maybe closer to family, and that led us to think about moving to the Midwest. Which is closer to both of our families. And there aren't any firms out there that hire government contracts lawyers. They're all in D.C. And so, you know, this day and age, you can do government contracts law from anywhere because it's all internet based. But I think when the practice started, when it really became a field, you kind of had to be in D.C. You had to drop off your papers with the agency or whatever the case was. Personally, and that's not the case anymore. The systems are all set up so that anyone around the world, you don't even have to be in the country to use these systems anymore. But that's, but historically, that practice of law is based in D.C. And there are firms here and there that are not in D.C. that practice it. But where we wanted to move, there wasn't anybody hiring. And so I said, well, you know, I gotta, if I want to move back to this area in the Midwest, I'm going to have to do my own thing or start a new area of law. And I really did enjoy government contracts. I didn't want to, you know, start doing something else. And so kind of made the decision for them. Let's give this, give this a shot. I'm advising small business. Maybe it would help maybe a better advisor if I was a small business. And I think it really has. Interesting. And what, what about the government contracts law? Did you like the most? Yeah, I think a couple of things. I mean, first of all, the law itself is really, really deep. And so when people, you know, and I'm still learning new things. I mean, there's so much to learn. And you never feel like every single day is the same. There's always something new going on and it's always changing for better or for worse. So there's always new developments going on, which keeps me on my toes. But the second thing really is and why I really grew to love it more as my career developed is the people that are involved. And so I, you know, I started when I started working directly with small business owners, you know, mom and pop operations, folks were a little bit bigger, you know, no one that my advice and my work was really central to them succeeding in business, putting food on the table for their family. That's a, you know, that's pretty powerful. And so I found that I really connected with a lot of these folks in the field, not just the business owners, but a lot of the thought leaders in the field and consultants and such. And I ended up getting along really well with and respecting and liking. And so it becomes a, you know, it's a big country and a big world, but you run into the same people all the time. And I like that. You know, I like getting to know people in the field and I like working directly with the clients. So it's a perfect mix of a really deep area of law that makes me think as well as just great people overall that I've been working and privileged to work with over the years. Interesting. But at some point you retired. Yeah. And so, you know, what's interesting is and I'm doing the law thing part-time now. So, you know, I got a little bit burned out. I won't be dishonest about that. But I also found that I come from a family of teachers and college professors. And I, you know, as part of my legal practice, I was doing a lot of seminars and a lot of presentations and a lot of courses and kept getting folks asking me to do teaching. And I found that I really, really liked that. And I said, you know what? I'd like to have the opportunity to do more of that. But I got this whole, you know, 60, 70 hour a week day job thing going on. So, you know, I said, you know, I'm going to step back. I got a good firm full of folks who can, you know, help our clients. And I'm going to go back and focus on the teaching and I did that. And now we're kind of doing it part-way. So now I'm working part-time in the law, part-time teaching, trying to find that right balance. Because, you know, it's it's and I did miss some of my clients. You know, I got going back and they're like, you know, we always get along really well. And so I miss that that sort of back and forth. So this has been, I think, a good, a good hybrid model where I do have a really good team back at the firm. You know, it wasn't, you know, started off being just me, but grew a nice little boutique firm there and got great colleagues who are really running the day-to-day operations of the firm now. And that frees me up to not just do the legal work, but to do things like this and and then do some of the teaching that I really enjoy. And I've been very privileged to do that with a lot of different great organizations. OK, yeah, I see it says on your profile page that you've done a nine-time speaker at National Conference with, you know, a PTAC. Is that where you're talking about terms of your teaching? Yeah, that's some of it. I've got my my APTAC mug right here. They know they're not going to surround an APTAC when they, this is huge. I mean, look at this thing. I know, I know, it speaks your face. That's yeah, I mean, this is one of my, you know, little token guests for being a being a speaker. And it is full right now, too, because it's yes. And I'm not a morning person. But but yeah, I mean, the PTAC Association and they for those who don't know APTAC is the National Association of PTAC, which is procurement technical assistance centers funded by DLA and sponsored by local colleges and universities helps, you know, mostly small businesses, but, you know, you don't have to be small to get their services, mostly free services, things like setting up your SAM profile and all sorts of different things that folks might not be aware that they do. Great organization. And so I've done a lot of speaking, both at their National Conference and that various PTACs around the country, the individual PTACs, there are a couple hundred of them, I think around the country, even off in Guam and such doing that. And then I've worked with some other organizations that Govology does a great training series, web-based training, and I regularly work with them with some of my colleagues at the firm, too. I've worked also with management concepts and other great organizations and done some training, which is different in that most of the students there are government employees. And so instead of training industry, I'm training government employees. And I've found that's been enjoyable to bring them kind of the industry perspective. You know, here's what industry is thinking about, about different things that are going on out there. They, you know, if you're a career government employee, you may not really realize what folks on the other side of the desk are thinking. Right, right, right. No, that's interesting. So when we first start the conversation, we were talking about some of the things in terms of what can companies do to give themselves an advantage. And we were discussing mentor protégé, we were discussing joint ventures, and you talked about what happens when people have to navigate and beyond the certifications, beyond the set-asides and some of the strategies and things like that. Can we, can we revisit that? Yeah, and it's a really important conversation, I think. And so some folks think, hey, you're a lawyer, all you're there to do is, you know, file protests and claims and all that stuff. Actually, a lot of what we do is, you know, it's got some sort of a blend of what are the, what does the law let you do and the strategic sort of counseling for clients as well within that. And so, you know, when you're a small business and you've been successful as a prime contractor, often that's because you have appropriately been able to segment the market in some way. In other words, you're not bidding mostly on unrestricted contracts against billion-dollar companies, you're bidding on small business set-asides or maybe you got yourself an A-day certification, you're bidding on A-day set-asides or hopefully getting some A-day sole-source contracts. You know, the problems with those, some of those certifications is they can go away. You know, your A-day only lasts nine years, maximum. And then it's just, it goes away automatically. Small business, you couldn't, can be a small business forever, but you know, the penalty of success is you grow out of your size standards. And so, you know, you grow, you just, you're too successful and you're no longer small. And while there's been this consistent drumbeat of talk in the government world about, you know, mid-tier contracting and things like that, the SBA doesn't have any preferences for quote-unquote mid-tier. And so you're, once you're not small, you're Google, you know, I mean, so sorry, you know, you're $1 too much, you're a multi-billion dollar, and you're in the same boat with those guys. And so that can be really daunting for folks. And some of them say, look, you know, I either have to stay small, I can't grow, or I don't know what I'm gonna do when I lose my A-day certification, my business gonna collapse. And so one thing we do is say, well, let's hold on, you know, the SBA, which runs these small business programs has a lot of opportunities for businesses to maintain footholds in the set-aside arena and the sole source, the socioeconomic sole source, like A-day arena, even if you don't have those certifications. And usually that involves, almost always that involves some blend of teaming up with one or more other companies. And the SBA has a great program. One example is called the SBA All-Small Mentor Protégé Program. And what that means is that any small business can team up with a mentor that is approved by the SBA. The mentor provides business development assistance to the protégé. And in return, the SBA allows the mentor and protégé to do a couple things. It first allows them to form joint ventures, which means you're forming essentially a third company. It's unpopulated, it's really a legal fiction that lets you both be the prime contractor. But now you, as the large business mentor, non-A-day, whatever it is, are now part of the prime contract team. And you're allowed to do up to 60% of the work and get up to 60% of the profits as the lead, or as the partner member, not the lead member, but the partner member of that joint venture. And so now all of a sudden, even though you're no longer A-day, say you could get 60% of the profits of an A-day contract by teaming with an A-day company. It's not 100%, but 60% ain't bad. And the SBA, then also, if you really, if you want to, and the protégé agrees, you can even buy an equity stake in your protégé. You can buy up to 40% equity stake in the protégé. You have to buy it, you can't make them give it to you. The SBA as well, it's for the purpose of capitalizing the protégé. But you can do that, and then you can get your percentage of profits in that way, so you can start doing the math. I'm not a math guy, that's why I went into law. But if you're doing a joint venture project, you're getting 60% of the profits because they're yours, because you did the 60% of the work. And then the protégé is getting 40% of the profits, but you're getting 40% of their 40%, because you own 40% of their company. You see that you're doing pretty well for yourself. And the SBA recently confirmed, by the way, that that is totally fine and legal to do it that way, that that is not a, and that may be an extreme, not every mentor has a 40% stake, but there are a lot of mentors out there that are doing 60% of the work and getting 60% of the profits. And I think it's a misconception that mentors have to be billion-dollar behemoths themselves. They're not. I've got plenty of clients who graduate from 8A, for example, and flipped right over to be in a mentor the next month. I mean, yeah, let's, let me just, because I am a math guy, so let me just... Oh, God, you can do the math guy. I can't do this. I'm just drawing a chart. I'm back at the envelope stuff here. This is good. Yeah, I'm like, I'm like, I'm drawing a chart. I'm not texting. I'm like, so I'm like trying to figure this out. Okay. So I can buy 40% of the small business. So now I own 40% of the company, right? Right. If you're a pro to shake, you can buy up to 40% of your pro to shake. Right. So now the joint venture itself is going to get 100% of the contract. And then out of the hundred, I as the mentor can do 60%. You can do 60% of the work and profits commensurate with Workshare. So you get up to 60% of that 100%, right? Okay, good. And then out of the 40% of the small business, I also own 40% of that small business. Correct. Right. And so now the profits of their 40%, profit, you get 40% of that. 40%. Okay. So that's another 16%. Right. And so now you've got, what? 76% total of the... 76%. Right, exactly. Okay. That's a pretty good deal. It's not a bad deal. And again, that's kind of, that's taking it all the way to the extreme that they can be able to allow, but that is you, yeah, and thanks for doing the math. That's more than three quarters of the value of that contract. And if you do that repeatedly, you can have a mentor-project agreement that lasts up to six years. You think about the contracts that you could do over a six-year period and be getting that sort of profit share. So... Sure, no, no, that's awesome. And again, by the way, by the way, and one of the things, Stephen, I tell people, and I tell small businesses that, yeah, so if they're getting, what do we say, 76%, but if you're getting 14% of tens of millions of dollars, Right. It's better than 100% of tens of thousands of dollars. Yeah, I mean, look, and you gotta look at it, because I represent, by actually mostly small businesses, I represent a lot of mentors, but I represent more protégés. And so, you know, the protégé doesn't have to sell the 40% I could stake if they want to. And if they do, they get to, they get to price it however they want. You know, they can say, that stake is worth to me $3 million. You know, getting appraised or whatever the case is, they don't have to give up 60% of the profits on the contract if they don't want to. They could say, we're gonna split it 50-50. That's totally fine too. But you're right. I mean, there's an economy of scale here. And so if you're able to take on contracts that you couldn't do on your own, couldn't even come close to doing on your own, or couldn't successfully win, because sometimes having that mentor firm at the prime contract level gives the agency the confidence they need to say, yeah, I'm comfortable awarding to these guys because now at the joint venture level, remember the government can have a direct relationship with each party. The government does not have a direct relationship with the subcontractors. So if you come in there and say, mentor firm is my sub, government might say, that's nice. But if you fire that sub, not only we can do about it, but at the prime contract level of government, if there's a joint venture government can talk directly with both parties, work directly with both parties and both parties have to guarantee full performance of the contractors. Which means if the small business goes belly up. So that can give the government the confidence. So you can find yourself, it's gonna depend on your circumstances, but you can find yourself as a protégé doing much better by giving up a 60% stake in the profits of a $100 million contract versus just winning a $5 million contract. And so, and doing it all yourself. And so, and also keep in mind that of the mentor protégé program, because I skipped by this because we're talking like the graduating firms, what do they want out of it? They want the joint ventures, and the protégés often do too. But the mentor protégé program does require the mentor to provide real business development assistance to the protégés. I always remind my protégés about this. Don't let your mentor just skip to mentor protégé agreement, boom, joint venture. No, no, no, they're supposed to be providing you targeted business development assistance, whether that's helping you get a security clearance, training you on certain aspects of FAR and DFARS, whether it is helping you get some sort of ISO certification, set up a DCAA approved accounting system, whatever it is you need to take your business to the next level, you ask your mentor to do that, they put it in the mentor protégé agreement, and now the mentor has a contractual obligation to provide that to you. So I tell my protégés clients, look, you want to set up your mentor protégé agreement so that even if you never win a single joint venture award, which is possible, these are competitive awards typically, you still exit that mentor protégé agreement in a much better spot than when you entered because you got that business development assistance. What other types of things do you see that they commonly write in assistance provided by the actual mentor? You mentioned security clearance, DCAA compliance, what are some of the other things that mentors should be asking for? Or not should be asking for, but that they typically, that they need, that they don't have, that you see them repeatedly asking for assistance with or needing assistance with? Yeah, a lot of times it is things like getting those certifications. Sometimes it can be financial assistance. I see this specifically with construction clients who need to bond their projects and they don't have the bonding capacity on their own. And so what the mentor will almost inevitably provide in a good mentor protégé agreement in construction is an agreement to guarantee surety bonds for the protégé. That way, when the protégé approaches a surety, the surety says, you know, you don't have the capacity and they say, well, wait a second, if I get essentially a cosigner, it's like when your dad cosigns on the car, say, oh, well, I don't care if you, you know, you're working at the fast food joint, don't have any money, but dad's good, you know, or mom's good at whatever the case is. And so, you know, they see your mentor on the signature line, that's all they care about. They just want someone deep pocket so they can go after if there's a default. And so that sort of bonding assistance, I have seen other financial assistance where the mentor might guarantee other sorts of loans or even directly provide loans at no interest or very low interest rates, although interest rates overall are pretty low these days. But I've seen them guarantee bank loans, that sort of thing for the protégé, sometimes providing facilities, you know, hey, we need a warehouse so we've got an extra space that we can rent to do that. I've seen a lot of training. In other words, hey, you know, we're gonna come in, bring our team in and help you learn to write a good proposal. You know, we're gonna do that. We've got a really, you know, great proposal team. Instead of us just writing your proposals for you essentially, we're gonna sit down together and train you and we're gonna set out a schedule. You know, every month we're gonna get together and do this sort of training. And it could be proposal writing, it could be other aspects, project management, things like that. I've seen also mentors help develop good internal policies and procedures. You know, we're gonna help you develop a good employee handbook. We're gonna help you develop a good proposal process. You know, all these sorts of things. Here's how we red team this thing. And you know, all these sorts of things that the protégé just might not either have thought of or they just don't know how to get started doing. And the mentor has the experience to come in and that can be extraordinarily valuable to sit down with somebody who's been successful, who knows how to do this and can explain that. And so we'll say, hey, name rank, serial number. You know, tell us who at the mentor is gonna do this, when they're gonna do it, who they're gonna provide the training to and stick to a schedule. You know, say we're gonna give them at least 10 hours of training on this subject per month, whatever the case is. When it comes to the actual, the protégé themselves, typically when they come to you, do they already have someone in mind to be their mentor? Often they do, often they do. And unfortunately, you know, you might look at me and think I'm Cupid, but I'm not a matchmaker, so I can't help you find a... Right, I'm just wondering what people come to you at, like what do they ask for when they come to you? Because again, folks listening to this, I don't want them to start messaging you afterwards. And like you said, so I want you to lay the foundation, the groundwork for, at what point do I come to co-prints law for it, right? Yeah, yeah, and so that's a good question, because I do get, I get folks say, I'd really love to have a mentor, who do you know? And I'm like, I know a lot of people, but you know, I'm not a matchmaker, you know, I'm not match.com or whatever here. But you know, I think the best way to look at it, if you're the protégé and you're thinking, boy, you know, how do I even find a mentor? Because in my experience, there are always tend to be more protégés that are interested than there is a supply of mentors out there that I think part of that is just not enough mentors are educated about the program and the benefits. I think if they understood it better, but let me back up a second. So when someone comes to me and says, how do I find a mentor? What I tell them is, well, let me tell you what the mentors themselves told me about that process. Like, how do the mentors find protégé? They decide to work with. And so, you know, I've talked, talking, I've talked to a number of mentor representatives, of course, both of my clients. And then even with some of the billion dollar behemoths who have their own inside legal counsel, generally they have these folks on staff called SBLOs. And you know, everything government contracting has an acronym, but that stands for Small Business Liaison Officers. And those are the folks who coordinate the small business programs for large companies who have subcontracting plans under the farm. And so I say, well, hey, SBLOs, you know, and hey, clients who are looking for protégés, how do you find a protégé? How do you decide that you want to mentor somebody? And inevitably what they say is, and this is for folks who just want to go straight to, you know, hello, be my mentor is not what they want to hear, but it's something they have a relationship with before. You know, that's what they say. They say, and what one woman who is at shoes with one of the household name defense contractors, SBLO said when I was on a panel with her years ago and she said, you know, don't ask me to marry you before we've had a date. You know, and that is what she's like, mentoring is a big commitment for us. So you think about that targeted business development assistance, we want to know you. We want to know that we have a common culture that we get along well, that, you know, we got it, you've got a nice certification. We love your A&A, that's great. But who are you? And so typically what I've found is that means doing some work together that may be a subcontract with the two parties. And so, hey, you want these guys to be your mentor, go do a subcontractor two-form. All these large businesses have subcontracting plans if they're large primes. They need subcontractors with different socioeconomic certifications. And so if you can approach those SBLOs, they'd love to hear from you almost uniformly. You say, here I am, here are my capabilities, here are my certifications. Let's get to know each other. I'd love the chance to work with you. Be the squeaky wheel a bit. You know, if you see a contract coming up that you know they're bidding on, or that might be bidding on, that you could be useful to them, let them know. But you get included on their team. They give you a little bit of work. You work together, you get to know them. And, you know, eventually a year or two later, maybe they're ready to dementia you. Now that's a longer term process. And a lot of folks already have some relationships like that that are out there. I have had a couple of folks who literally got there with the old cold call. And, you know, they, you know, but those are more kind of niche industries where there are only so many players in the industry. And so they're like, hey, we're a small business in this industry. They're only a handful of larges. Right, that's just this. Yeah, let's just get to know those folks. The one thing that I will mention that a lot of the mentors don't know and the protégés don't too. Because one answer that people get sometimes when they say, hey, we'd love to be a protégé to you. And the mentor says, yeah, we kind of like that too. We like you, but we already have a protégé. Well, the SBA actually allows a mentor to have up to three protégés concurrently, three at one time. And a lot of mentors don't even realize that. And the protégés can't be actual competitors to one another, because that gives a conflict of interest to the mentor. But there's a lot of room there. And so there may be a geographic difference. Like I say, there's my East Coast protégé, my West Coast, there's my A-day protégé, that's my woman-owned protégé. Whatever the, you know, whatever, you know, these guys are going after DOD contracts, even industry. A lot of mentors are involved in large firms in multiple industries. And so I've had clients who are like, hey, this is, you know, they've got a protégé, but that's in the construction side of their business. They also do facility maintenance and management. And we'd like to be their protégé in that realm. And so as long as you can show that the protégés are not in conflict, oftentimes, yeah, could we be your second protégé? That sometimes has, you know, the mentor's like, oh, I can do that? Ah, didn't realize that. Let me look into that. That's worked for a few of my clients where they've actually been able to become the mentor's second or even third protégé, even though the mentor's initial response was, oh, sorry, we already have one. Okay, let's take it from the standpoint of, I have someone who, for example, let's say they're a retirement government person, HR training, they manage large teams, they come out, they start their own small business, they identify people who that they believe. And again, these are not necessarily, their mentor's not necessarily a large business. They're another small business, but they're obviously larger than them. Larger, yeah. But yeah, they're larger, but there's those small business. What can I do to educate that other small business on becoming a mentor? Because they're unfamiliar with it and they don't really necessarily know all the benefits of it. How can I educate them? Yeah, and so that's the way you're the project you want to talk to. I'm the project I want to talk to them about and say, hey, listen, you guys are doing whatever, let's say 10 million a year, but I really do believe that there'll be some synergies or be absolute some benefits from us working together. What do I say to that person as a potential mentor? Yeah, I mean, I think that for the mentor is the primary focus. And again, it's a good, you made a good point there, Erica, which is you don't have to be a large business to be a mentor. You have to have the resources, capabilities, et cetera, to benefit the protege and fulfill your duties under the mentoring plan, which almost always means you're larger than the protege, usually, or more experienced at least than the protege. But you don't have to be large in your primary NAICS code or any other NAICS code to be a mentor. A lot of mentors are, but you absolutely don't have to be. And so some small businesses, for example, may say, hey, I'm just an ordinary small business. I'd like to get into the 8A in a greater context here and let me mentor a smaller 8A. And that's it. And so, yeah, what I tend to do, and I've had this discussion with mentors as well, they say, well, yeah, I mean, these guys come to me and they want free stuff. Like, it's like, what, is this just a dip? That's who they think, right? They want free stuff. And so what I say is, look, you guys are, here's where you are in terms of your access to the federal prime market, right? And so you've got the whole market, which is what? $600 billion or something like that in the last fiscal, you're roughly speaking. And if you're just a little to say you're a large business, then maybe 75% of that is what you're eligible for and the 25% you're out because it's a small business or some socioeconomic subcategory of small business. And of course you can repeat that with that. If you're a small business, well, you're still frozen out of 8A and hub zone. And so they say, look, wouldn't it be nice if you could participate and get even the majority of contract dollars on contracts in that other 25% of the federal marketplace, which, you know, maybe $150 billion, you know? Okay, I'm listening, you know, like, how do I do that? And say, well, that's really what the Mentor-Protege program offers the mentor, which is the chance to be a member of a prime contract team. You don't get to prime these contracts yourself, but you can be a member of the prime contract team as a joint venture partner, which is in most mentors positions often where they wanna be versus being a sub to some small business. And get the lion's share of those dollars. And we start running through and say, okay. And then we talk about some examples of Mentor-Protege teams that I've seen that are successful in bringing in, you know, hundreds of millions of dollars over the years winning these big projects and say, look, your competitors are doing it. Here's what, you know, you just look at it. Who is this mentor? What industry are they in? Who are their competitors? SB, I don't know if they still have updated this recently, but you used to have a list of everybody who was participating in the Mentor-Protege program that you could see. You say, well, you know, your rival over here is doing it, you know? And here's a contract they just want. And so, and then the wheels start turning and they say, look, you know, let's say that you're, there's a $100 million eight A set-aside contract and five of the bidders are eight A companies and one of them is an eight A and you coming in as a joint venture partnership. Which one do you think has an automatic advantage there? And they're like, oh yeah, I can see where that would be a real competitive advantage. And so we really say, look, we're not gonna try to sell this to you as, you know, you're gonna get the warm fuzzies of mentoring a small business. You can certainly issue a press release that says that's why you're doing it. But, you know, it's because it's profitable to you. It's supposed to be a win-win. And that's what this is all about. And, you know, if you're a long-term type mentor who's thinking about long-term relationships too, you get somebody in your industry who you have that close relationship but there's all sorts of things you can potentially do together even after they graduated or the mentor-project agreement expires in terms of working together. So we really tee it up as, here's what this is. It's a unique opportunity. It's the only way that you can be a prime contract teammate for that big portion of the federal market you're frozen out of. And that's what the SBA is offering to you. And oftentimes that's what gets folks very interested. Like, oh, I thought I had to be a subcontractor to a small business. And I'm worried they don't even know how to manage me. I'm not, I can't talk directly to the contract now. So I don't like that. Oh, I can be the prime contract though. No, that's interesting. Let's talk some more about that. Interesting. No, I think that's great. That's a great way to segue into the conversation. Because we don't know, we read these things and we understand the concepts, right? We see the documents and we say, okay, this is what this means. But then when you approach someone, it's like what do I lead with when we're having that conversation and approaching someone? But I think that's great if you look at your competitors and see what they're doing, look at the industry, show them what the industry is doing. I think to me that make a really compelling argument for someone who was trying to get someone across the fence. Yep, yep. And I think that some of these mentors are just that I've talked to, they've never done it before. It's, you know, there's inertia and so sometimes just getting the bravery to try something a little bit new can be, and oftentimes I've found that these SBLOs, while they're not the ultimate decision makers often depends who holds that title that someone higher up in the food chain, they have the experience and they have the confidence and they say, no, no, because often they come from small businesses. So they say, look, no, this is not that scary. This is being done all the time. These joint ventures are being set up all the time. People are winning a lot of money with it and they can be a kind of an advocate for the protege in terms of not, you have to pick this specific protege but in terms of mentor protege, the benefits can be really outstanding if you pursue it and it doesn't have to be that scary. It's being done all the time. Oh, I like that. I like that a lot. Tell me about the rule, you know, the three and two rule. Yeah. And because again, we're talking about winning a bunch of projects, but then there are some limitations. Yeah, the infamous three and two rule which SBA just changed. I'd like to take credit for it because I used to go around give talks about joint ventures and I would say the three and two rule is the craziest rule in government contracts. SBA should get rid of it and then they amended it and so I'm like, yeah, they're listening to me. I don't think I have anything to do with me, but I think they saw the light on it a bit, but there are still restrictions there. So it's really important. So what the three and two rule, let me tell you what it was and tell you what it is because SBA kind of has three and two light now. What the three and two rule was, was a restriction on joint venture entities. And so when you form a joint venture, whether it's mentor protege or any other type of joint venture, two small businesses just forming joint venture, which they're allowed to do, you don't have to have a men and approach a agreement to do that. But anytime you want to pursue a small business set aside or some other socioeconomic subset, 8A, whether it's set aside or sole source, then the SBA has rules about joint ventures and what they can do. One of those rules was, it was infamously known as a three and two rule. And what that rule said essentially to break it down for you is that the joint venture entity. So you remember the joint venture is a new entity you form. You actually register it in SAM. It doesn't have any of its own employees, but it exists as a legal entity. The reason is essentially the government's got to award their contract to somebody. You can't award it to two companies. So it's got to award it to somebody. Awards it to the joint venture. Joint venture holds the contract, receives money from the government, passes the money out. That's basically what the joint venture does. Typically does not have any employees of its own. Although there's some exceptions that would allow administrative employees, but we don't need to get into that. So what the SBA said is, each joint venture entity, SBA has always had this philosophy that a joint venture is a limited purpose entity. A joint venture is not an ongoing business concern for all time. It's supposed to be limited. And that's its philosophy and its philosophy led it to create this three and two rule, which in its most recent form, said once a joint venture, a specific joint venture will call it joint venture A, because I can't come up with a better name to that. But joint venture A, you set up a joint venture, it's your first one, I'll call joint venture A. Once it wins its first contract. Co-print's coffee joint venture. Co-print's coffee joint venture, yeah. There you go. I'm working my way through this caffeine, my friends. I see what's happening. Working my way through it. I'm gonna go for another cup after this too. I got a high tolerance. So what the SBA said under three and two was, when the joint venture wins its first contract, a two year window opens. And in that two year window, that joint venture can continue to submit new offers until either A, the two years expires. And so you win your first contract today, November 30th, 2020. You've got till November 30th, 2022 to keep submitting offers. Or this is the old rule now, or the SBA said when you win your third contract, you have to stop submitting offers. And so it's kind of this confusion that kind of arises between receiving awards and bidding and all this sort of stuff. They said basically you got a two year window to bid and tell you when your third contract and then you got to stop bidding. And if you keep bidding after either of those things happened, then the SBA could find you affiliated with your mentor, which means that their size would be added to yours. And nobody wants that. And now the small business is, you know, mentors Google, now they're like, oh, sorry, you're a four billion dollar company. You're like, I only did one million in revenues last year. And so nobody wants that. So it's not a hard limit, but affiliation is a bad thing. And so you can kind of treat it as a hard limit. SBA got a lot of complaints about that, you know, three and two rules, especially because in my complaint, this has not been resolved yet was, remember it's limited, it's about the joint venture entity. It's about that joint venture A or the coffee cup joint venture there. And so when you hit the two year rule or the two year mark, November 30th, 2022, wherever, or get your third contract under the old rule, you can either just stop working together with your friend, your mentor or your project, or you just form a new joint venture. That's where joint venture B comes in. And now that resets the clock to zero, right? And so now, because it's based on the entity. And so you and your teammate, your partner can keep doing joint venture BCD. And that's why you see these, you do actually see JVs one, two, three, four. And so I have always said, hey, the three and two rule is kind of a gotcha for people who don't know the three and two rule because you could win the exact same work with the exact same partner. And if you did it using one joint venture, you'd be affiliated. And if you did it using two joint ventures, you wouldn't be. And I don't see the value in that, but that's what SBA has always said. They recently changed the three and two year rule to get rid of the three part. And so now it's just the two rule. And so now the rule is when the, and this is when I said recent, I mean like two weeks ago. I was gonna say, because I'm like, how are you sick? Because again, I wake up reading this stuff every day. You do. I mean, seriously, I think this rule went final. I think it was the 16th, I think. So about almost two weeks ago, exactly. Okay. Two weeks ago, exactly. Okay, so they put it in right before Thanksgiving. Right? Yeah, right. Yeah, they're doing it. Right. That's right. And it's buried, by the way, it's buried in this long rule with all this other stuff in there. So it's somewhere that SBA likes to do these comprehensive rules and they label it like, hey, you're mentor protégé rule and then somewhere buried in there is this. I almost feel like we should go live just because of this. We probably should. And you advise people on this, but the three part is gone. And so now it's a two rule. So what the rule now says, when a joint venture wins its first contract, you got two years to submit offers. You can submit as many as you want. You can win as many contracts as you want during that two year period. Once the two years expires, stop submitting offers with that joint venture entity, which at least gives you certainty because you don't know when you're gonna get an award. You don't know the day the award's coming. And so sometimes people were caught unaware as I all of a sudden they're about to submit a bid and they got that third award. And they're like, uh-oh, we had a proposal due tomorrow and now we got to form a new joint venture, get it in Sam, it's impossible. Now you can at least put on your calendar, tickler, whatever you use, note to self, form new joint venture in October of 2022 because our two year window is about to expire. Unfortunately, it is still a gotcha for people who don't know the rule because if you, again, bid on that work past the two year market can be found affiliated, winning the same contracts with the same partner, but with one joint venture versus two, et cetera, could still get you in trouble. So I don't like that. I don't like, you know, ticky-tack gotchas, but it is what it is. It's an improvement over the three and two rule because like I said, now if you know the rule, you can just calendar the date. And if you want to keep working with your partner, you form a new joint venture and get it in Sam and you know when that expiration date is coming, you're not caught on a wares and scrambling to form a new JV or transfer your proposal to a Prime sub team when you have joint venture throughout it and it's due at five o'clock and it's 2 p.m. And you all of a sudden realize you need to, need to change it to a Prime sub. Wow, wow, wow. No, that's, no, thank you for that. And what's interesting is that I had no idea that it changed and I just, again, these are things that you know that exist out there that are happening and you're just like, there's so much, there has to be a better way. There's so much and you know, we write on these things on our blog, a small GovCon blog, you know but I mean, I started that blog about 12 years ago now I think and you know it was, and I was thinking to myself, well I have enough to talk about, you know, in other words where they'll be, oh thanks, they're pulling it up there and this is the blog and so you can see that the blog here and we write, most weekdays we're posting new things. This SBA rule that I mentioned, we probably wrote six, seven, eight posts about different things that came up in that rule. I don't expect that folks read this day to day but that we do try to highlight some of these things. Like I said, when I founded this blog years ago, now my main concern was will there be enough to write about, will there be enough things going on? Needless to say the actual problem is there's too much to write about. Despite everything that's going on, we don't cover everything that's happening in government content. Yeah, that's our blog there as you just showed, thanks for doing that and we highlight what's going on in government contracts with an emphasis really on things we think will be of note to small businesses, which is why it's called Small GovCon. No, no, and I love your blog and I first discovered it in LinkedIn and I think it was great. A lot of people share the content. Well-written, high quality content. So I do use it as a reference. In fact, one of the areas that someone was, I was discussing with the contractor recently was the rule of two. And I think I referenced some articles from your blog post on the rule of two. Well, thank you. Yeah, we've written plenty about that, about the small business rule two and then of course the infamous VA rule of two with Kingdom Ware and how that's been interpreted. And so how would you interpret the rule of two for those of us who are unfamiliar with the rule of two? Yeah, so they're really multiple rules of two out there but the main ones are the small business rule two and then I'll talk about the VA one. So the small business rule of two says that in general, and I'm oversimplifying here because there's a slightly different formula for simplified acquisitions versus non-simplified but it's a far provision and it basically says that if a contracting officer has a reasonable expectation of receiving two or more offers from small businesses at fair market prices that the acquisition should be set aside for small businesses or some subcategory of small business like HubZone, A&A, et cetera. And so it is the primary way that the FAR implements the general policy that the government is supposed to make good faith efforts to prioritize small business contracting and that's the primary way the government tries to achieve that was a 23% goal of prime contract dollars for small business. There are exceptions to that. There are plenty of exceptions to everything. There are obviously there are kinds to government can do sole source contracts, GSA schedule is exempt from the rule of two, for instance, all sorts of buys under different IDIQs and GWACs and whatnot but then of course DOD has their OTAs now you hear about the, and they've had that for a while but in other agencies they're using it now. They're using it now. CSOs, PAAs, they're using all that stuff now. They were looking, someone was hunting through the statutes one day it's like, hey, we've got this OTA thing. That's great. No, they're finally pushing that. They're pushing it. But rule of two for small businesses is still a powerful thing. And if the government based on its market research fails to set aside an acquisition that could be set aside, that could be a successful protest. You can file a bid protest with the GAO or the court and say, hey, there are 25 small businesses that are capable, interested, would submit fair prices and you're not set to decide. So that's the rule of two that affects most folks. The one that's actually gotten the most ink over the years are really pixels these days I guess is the VA specific rule of two. And that is for SDV USB, service disabled, veteran owned, small business. And that's the rule at VA only. And it's a statute. Remember the rule of two that I just talked about is in the FAR, which is a regulation. It's not something Congress mandated that the FAR council essentially created that or the predecessor to the FAR council to implement just the broad policy favoring small business. By statute of Congress has insisted that the VA do a rule of two for SDV USB, service disabled, veteran owned, small businesses specifically at the highest priority at VA over anybody. And so that's the rule that says if the VA has a reasonable expectation of getting two or more qualified capable SDV USBs they're gonna bid at fair market prices that the VA is required to set aside for SDV USBs or do a sole source for SDV USBs. And then if they don't meet that criteria then they're supposed to run another rule to analysis for VOSBs. And then VA is the only agency that has the authority to do set-asides and sole sources for VOSBs. And that rule got a lot of attention. I know you have and many of the listeners have heard of this kingdom where Supreme Court decision that was a case that came out it's almost five years now it was about four and a half years ago where the VA had been in the eyes of many in the veterans community violating the rule of two by saying that any buy off the GSA schedule didn't count. And that is actually true under the small business side. Remember the GSA schedule is exempt from the small business rule two in the FAR. But the Supreme Court said that's not how it works for the statutory VA rule of two that you can't just say, oh, any GSA schedule buy is exempt and the rule of two is very powerful at the VA. It's a matter of statute. It's what Congress has insisted on. And so the VA's options for circumventing it are very narrow. And so that was the rule of kingdom where which that was a unanimous Supreme Court decision in favor of the veteran owned small business that had filed that complaint saying you shouldn't be buying on the schedule without first running that rule of two analysis and the Supreme Court agreed on that. And I actually was in the courtroom while they were arguing that case. It was all about the fun. Yeah, it had to be there. I was blogging on it so much. I didn't represent kingdom where they had a great counsel was doing a pro bono by the way but I did consult with them a little bit and filed a brief in the case supporting what kingdom where it argued and then thought after all that I better be there to watch my buddy argue the case and did a great job and they were there. Yeah, age is it? Yeah, I was there. So anyone could go? Yeah, the way the Supreme Court works. I got special treatment because I'm a member of the Supreme Court bars. So yeah, I got a fifth row or whatever. But yeah, anyone can go to Supreme Court argument. It's kind of first come first serve in the general public. I got to go in the special line for lawyers. So I got a better seat but if you line up early enough in the day you could get in and the case like this there were absolutely advocates there who wanted to get in but it wasn't one of those cases that the whole country is watching because it affected only certain folks. So if you wanted to go to that case and we're willing to wait a few hours you could go and it was really fascinating to watch. I've watched your argument then like dash back to my hotel room and immediately did a webinar about what I had just seen. So it was a fun memorable experience. Wow, wow. No, I like that, I like that. What are the new things are happening out there? That we should know about. Yeah, there's a lot of changes. I mean, there's so many recent changes. Yeah, it's all fascinating. Really? What about the average size going from three years to five years? Right, right. There's so much going on. Sign standards tables have been going up. It seems like every year or two. That's right. And so there's a lot of the SBA is, you know, the SBA is the agency that's in charge of deciding if a company is small or not. And remember in government contract and you're smaller, what the SBA calls other than small, which everybody else calls large, but it encapsulates businesses that for an inferences don't view themselves as large. They're just not small anymore. And they're mid-sized, I guess they would probably call themselves mid-tier, but they are other than small. And so the, you know, the SBA sets these size standards industry by industry basis based on the NAICS codes, North American Industry Classification System code. And the SBA has authority to set those size standards. So one thing you mentioned, the SBA does do a rolling review of its size standards to decide if they should be increased, decreased actually, or stay the same. They have been doing recently publishing proposals to increase a number of size standards in services and construction. They just published one last week, I think in educational industry, things like that. They did not propose to decrease any size standards. They are actually allowed to do that. And based on their formulas, they said actually that they, if they just applied whatever, they start getting into math. I mean, remember, I'm not a math guy. They start getting into math and say, you know, statistics and then, you know, I quit that as soon as I possibly could. But, you know, if we just applied the formulas we use without any adjustments, we would actually decrease the number of size standards is what the SBA said. But they said, you know, we're in the middle of pandemic, small businesses are having a rough time of it. We think it would be detrimental to small businesses if, you know, given current conditions, we started kicking people out essentially saying, hey, guess what? You're not small anymore. We just decreased your size there. So what they've done in the proposal is say either the size standards are saying the same or they're going up. And that's probably where the final rule will be. I, you know, at some point on our blog, I'm gonna highlight, hey, everybody just so you know, there's no guarantee that size standards always go up. They could actually go down. Last time SBA did the review, it was like this, it was like a middle of economic crisis that we remember from several years ago. And so they did have the same analysis, like, oh, we're in the middle of a economic crisis. We better not decrease size standards. But maybe next time things are going gangbusters and there's no real reason why they wouldn't decrease. So we'll see. The three versus the five is really interesting because you say, okay, well, the size standards are calculated primarily in two ways. One is based on your employee count. And usually that's if you're providing manufactured products, the SBA looks at your average annual employee count over the course of a year if you're a manufacturer or a supplier distributor. The second for services, businesses and construction primarily, any type of service industry, you know, engineering architecture, what have you, as well as general construction, especially trade is based on what's called your average annual receipts. And so your average annual receipts and you say, okay, well, what's the receipt first? You know, it simplifies down as roughly your revenues. And it's oversimplified again, just in the interest of keeping your listeners awake here. But you can look that definition up because it's not spot on to your revenues. But then the question is averaged over what? You know, averaged over what period? And so the SBA for a long time, for many, many years has said it was your last three completed fiscal years. And so, you know, your ongoing year doesn't count. But once you complete your fiscal year, which for most businesses is concurrent with the calendar year, not all, the government of course is not concurrent with the calendar year, but most businesses run their fiscal year calendar year. And so once that fiscal year concludes, then we average those last three together and that produces an average. So if, you know, it was 10, 20 and 30, then your average is 20, that's your size for that next year, your average year, your last three. A couple of years ago now, Congress thought, hey, it would be a good idea if people could stay small longer. So instead of three years, let's use five years. And they called it the Small Business Runway Extension Act. In other words, your runway to be a small business is longer. And it kind of was very well intentioned. Congress's idea was, look, you know, instead of 10, 20, 30, you know, and then the next year is 40 and the 10 goes away, we can't use that in the average anymore. It'd be really nice if you could still use that 10. And maybe the year before is five. It'd be really nice if you could, in other words, bring back those lower numbers from years ago. The problem, of course, is that that presupposes that business is always growing. Right, exactly. That's the problem. Forget we're on a rollercoaster. We're actually on a rollercoaster. It's very well intentioned, but it's sort of a naive view of business in that businesses are always growing. Well, it comes from Congress, that's why. Right, it's Congress, and I worked in Congress. No, I get how it is, it's like, It came from Congress. That's Christmas Eve. You know, so it was very well intentioned, but it said, SBA, you must use a five-year period. And for some folks in the growing small business model, that was great, they're like, great, we can bring in that year, we were five million from five years ago, and we're still small because that counts equally to our current year, a 50 million, awesome. But for businesses that's had those up and downs, or even just been shrinking, and that can happen for many reasons, but you think about the current environment and how many businesses, especially with exposure to service industries, restaurant, whatever it is, catering, hospitality, all sorts of travel and leisure businesses, they're having a big, big, big trouble with the pandemic. And a lot of government contractors are, you know, also in the commercial marketplace. And so you get a lot of folks whose revenues right now, I think, are down, down severely. And yet they're still now required to bring in revenues from five years ago. From the profitable years. Right. From the profitable years. And so Congress did tweak the statute ultimately and said there could be essentially a grace period that goes now until 2022, where you can choose. And so now you can choose whether you use a three or a five, which is great for the next two years. After that grace period ends, though, you have to use the five for better or for worse. And I worry that with 2020, being a down year for so many folks, using the five is ultimately gonna be a negative for some people, but that's where it is right now. But right now, if you get your size challenged and you're in one of those receipts-based NAICS codes, you can choose. You say, I wanna be evaluated on a three-year standard, or I wanna be evaluated on a five-year standard, maybe by the time 2022 is approaching, Congress will say that, because what I had basically proposed was, why don't we just make that permanent? Why don't we just let people always choose? Then they can use the one that's better for them. Then the shrinking business can pick the three-year standard and the growing business can pick the five standard and it's a win-win. And so- What's their objection to that? I don't know. I'm not sure. This is not SBA now. If we can in fact SBA, SBA will usually explain what they're doing, and they're actually pretty good at it. When they propose a rule, they usually give some pretty detailed commentary, better than a lot of agencies do, as to what they're doing. So I do commend SBA for, what was interesting is about six, eight months before Congress did the Runway Extension Act, passed it. SBA had said in a commentary, yeah, someone had proposed we do a five years and that's crazy. We're never doing that. And then Congress insisted that they do it. But Congress, I have not seen Congress give its rationale as to why it would end versus making kind of the permanent choice that you could choose which analysis was better for you. And so maybe small business advocates will be able to get Congress to make that a permanent change instead of a grace period. Because I think especially like I said, with the current environment now, I am concerned that forcing small businesses to use those older years, even though they've had maybe a down 20, 20, maybe they're gonna have a down start to 20, 21 until we really get this under control that being forced to bring in 2018 and 19, 17 longer is not gonna be a benefit. But yeah, I unfortunately have not seen, but Congress of course is Congress, they don't always speak with one voice. So we'll see what they come up with. And like I said, there's a grace period now. So whichever, whether you're growing or shrinking or going ups and down right now, you've got your option and then we'll have to see where this goes in a couple of years. What, it's interesting when you talk about Congress, I have to find them, what other things, changes that are happening that you see can impact small businesses? Yeah, there's a lot going on there. And so the SBA has recently made some changes to its small business regulations in addition to the three and two rule, going by the by SBA has made some clarifications to its joint venture rules, which are overall helpful. It's consolidated the 8A Mentor-Protege program. I saw that. With the, yeah, with the all small program. So now there's just one Mentor-Protege program. When did that happen? When did that happen? That happened, that just took effect two weeks ago now. So there is no 8A, yeah. Geez, everything on Thanksgiving, right? Everything on Thanksgiving. I feel like I'm behind. I'm like, why am I behind, I didn't know this stuff. No, you're good. I mean, it's been a massive dump of just new stuff going on lately. Folks are getting worried. And this is not my area to advise them specifically how to do it with this CMMC. You've heard the cybersecurity certifications, which are getting folks all tired of nots. They're still having issues with that, though, from what I've read and what I've seen. They still haven't decided on who's going to be in charge. Who's going to be the third party qualifiers or certifiers. All that stuff is still like kind of up into works. Yeah, you're exactly right. They're still kind of, you know, they're getting a lot of pushback as you'd expect from industry and, you know, both the big power players and small businesses. When I saw a couple of scandals already with that, like some people who were supposed to be like third party certifiers, were trying to like lobby to be the crew vendor. I've heard something about that. I don't know enough to weigh in on it, but I know I've heard some folks who, you know, I guess virtual water cooler talk these days about folks having conflicts of interest or something like that. I haven't pulled the thread on, but I've certainly seen some of that going on out there. What's interesting right now, there's a lot of stuff that's potentially pending. The National Defense Authorization Act and every year the NDAA is, you know, it's the bill that authorizes funding for the DOD. It's passed by a large bipartisan majority every year. And oftentimes, I think because it's passed by a large bipartisan majority every year, Congress tends to cram a lot of contracting stuff into that bill, even if it's not DOD specific. One thing that's in the bill, we remember that in the bill, typically the NDAA starts one version in the House, one version in the Senate, then they get together in a conference committee and hash out their differences. So the House version of this year's bill has a requirement that the certification or what they call verification at VA of SDVSBs go government-wide. And so right now, if you're an SDVSB and you're not bidding on VA work, you don't have to be verified. It's still self-certification under the SBA's program. And so what the NDAA House version would do is say, nope, you're gonna have to get yourself verified, even a bid on a DOD, SDVSB set-aside contract, and they would take that CVE, you know, the VA's Center for Verification Evaluation actually take it and move it under the SBA's jurisdiction. Say SBA is running the CVE now and it's gonna verify SDVSBs for every agency's acquisitions. The Senate bill does not include that provision. And so the House and Senate right now, as I understand at our meeting and in conference to hash out their differences. So I'm curious to see what happens. I've predicted for a number of years that you're gonna see a government-wide SDVSB certification requirement or verification, whatever you wanna call it requirement. It's the only remaining socioeconomic set-aside program where you can self-certify, following the women-owned small business and adopting a certification earlier this year. So, and these programs are complicated enough, I think, and confusing enough that even folks who aren't trying to commit fraud often get their self-certifications wrong. They have the rules for ownership and control or just, I mean, this is how I have a day job, right? It's explaining this stuff. And so people are concerned about fraud and they should be, there is fraud in these programs, but when I see folks who get in trouble for incorrect SDVSB certification or previously women-owned, it's usually because they just messed up. They just didn't understand the rules and they heard it had to be veteran-owned, but they didn't really understand what that meant and what the control requirements were. So I think on balance that would be a positive people are gonna push back at me and say, no, I don't wanna have to get a certification, but I think it's better to get certified on the front end than to self-certify, get protested on the back end and then lose your contract because if you get protested and lose, then your contract goes away. And so there's much more hanging in the balance when you self-certify and get protested than there isn't just applying for a certification in a vacuum. Speaking of protest, you mentioned earlier on the rule of two, if the market research indicates there's small businesses out there that can do this, you could essentially protest. A pre-bid protest, when do you protest? Yeah, that's exactly right. And so you protest probably to the GAO, that's where most bid protests go. You could protest to the agency itself and some folks choose to do that, try to get a review above the contract and officer's level. You could protest to the court of federal claims, which here's probably only 5% of the amount of protests as GAO for cost and efficiency reasons, but most of those protests are gonna go to GAO. Wherever you go, it would be what you say is a pre-bid, pre-proposal protest. So they're really, time-wise, they're two species of protests. There's what some folks call pre-award, but you used a better term, which is pre-bid protest, which means you have to file it before the due date for proposals or bids. And then any challenge typically to the ground rules of a competition have to be filed by that date. Otherwise, kind of speak now or forever hold your peace because the idea being, look, if you don't like the way the rules are written for this competition, you don't get to just sit back and see how it plays out and then challenge the whole thing after the fact. You know, that is like, oh, no, I didn't get the contract. Well, it should have been set aside, darn it. And so there are minor exceptions to that for what's called latent defects, but those are unusual. And the set aside status is not a latent defect. And so if you see it, it's right there on the front of the solicitation says unrestricted. And so if you see it says unrestricted and you say, well, wait a second, they did an RFI and I submitted one. I know my buddy over there did. I'm pretty sure my evil enemy over there who's always beaten me at solicitations, they submitted one. So you could file a protest saying, look, there are, you had at least two qualified, capable small businesses that should have been assessed. I rule of two required it. You had the information. Any reasonable market research would have produced a decision there or enough information to be confident that you're gonna get multiple bids from qualified, capable small businesses at fair prices. And sometimes those protests will get sustained, but you're absolutely right. You gotta file that protest. If you're gonna file it at all before the due date for proposals. And what I see is of course a lot of folks when it comes to these pre-bid protests are like, oh heck no, I'm not protesting my potential customer before I even submit my proposal. That's not, it's a relationship thing. And so one thing that we have often done with our clients say, look, yeah, you can file the formal protest, but we could also informally go to the contracting officer and complain about whatever it is, whether it's a set-aside designation or any other staff and say, look, we really, really don't wanna protest. We hate protests. Protests are terrible. But look, this is a flaw and the solicitation's ambiguous. It's vague, it's incorrectly set-aside. Whatever, please reconsider your decision. And unfortunately, if you can't see it within yourself to amend the solicitation by the day before the proposals are due or whatever, we're gonna have to file a protest. And I've actually found that works at maybe 40, 50% of the cases. I mean, it works a fair bit, especially if there's something that's a pretty clear flaw in the solicitation. Sometimes people are, I've had clients who didn't wanna protest obvious ambiguities. Like paragraph one says the period of performance for the base period is nine months and paragraph two says it's one year. All right, well, if you call that to the agency's attention, they're gonna fix it. And people are scared to, no, no, I can't bring that as no Q&A period. They're like, hey, so what? Just send them an email. It's fine. I don't know whether to bid. And they're like, no, no, I'll just guess. I'm just gonna guess it's nine months. They're like, oops, underpriced it, you know what I'm saying? So yeah, if you bring those sorts of obvious defects to the contract officer's attention and you do it politely and professionally and it doesn't have to be as part of a formal Q&A. There's no rule that says you can't, I mean, you can't contract the contract officer and offer bribes and stuff, but you can certainly contract them and say, hey, guess what? I know there's no Q&A, but paragraph one is inconsistent with paragraph two. Could you please consider an amendment? And they're almost certainly gonna do it, you know? That's my experience. Have you seen any changes recently because of what happened with our supply chain and COVID with them now going back to the Bi-American Act? I saw something like that. I saw some language on your one of your compost about it. Yeah. But I've also seen, I've seen, you know, contracts and I've seen, you know, Congress put out bids, invitation for PPE suppliers and things like that. And so as a warning, have you seen any language coming down that's changed that? And I'll tell you why. About a year ago, I had on my show a company that made cutlery, flatware, silverware, right? Forks knives, things like that. They were the last remaining USA made cutlery company and the country. Yep. Wow. I didn't, I didn't realize that. I only won the whole country. Wow. The other companies were still advertising as USA made, even though they were sourcing from China. Wow. And they were on GSA schedule, right? And, and I could send you this, by the way, Stephen, if you want to take this on as a personal challenge, okay, because this is a great company out of New York. And what she said was when they went to GSA, GSA made the statement that we do not, how do they say? We don't, they said they are basically a platform that takes the information and puts it out to, you know, the agencies to use their platform. They don't actually qualify the validity of the information. And so it was up to you to say, okay, if you find someone that is proposing something that's not true or making claims are untrue, it's up to you to respond, to let us know so then we could do something about it. And that was their stance. Huh, that's kind of crazy. It's like they had taken no responsibility. No responsibility. Wow. And this is on the GSA platform. It's hard to believe that they wouldn't, yeah. I mean, it's, I'll send you the links and rx, I'll send you everything that I have. I mean, yeah, there's, I mean, self-policing is part of it, but you got some obligation, I think. I would think so as GSA, right? The GSA staff. I would say, nah, not our problem, I think it is. That's amazing. Yeah, I think, yeah, there's been a renewed emphasis on bi-American, I think part of it's pandemic. Keep in mind that there are really kind of two, two major statutes that apply here and we're not gonna get into a, but there's a trade agreements act, which is one kind of preference statute which sort of overrides these, some of the bi-American preferences and domestic preferences. And then there's the bi-American act which really provides preferences for domestic products. And when I say preferences, I really mean preferences. You know, the bi-American act at its heart is a preference statute, not a mandate. In other words, the bi-American act has an exception that says essentially the government can buy foreign-made products if the price premium to buy domestic is so high that it would be unreasonable. So it creates a balancing test in most cases. There are cases where domestic products are mandated such as the Barry amendment which applies to DOD products. And then you've got sources that are prohibited, for example, on the trade agreements act when that applies such as China being the key example of a source that is not trade agreements act compliant. But when you're under the bi-American act what you have is, and when that applies and applies to most small business set-asides and some other types of contracts too is a preference for domestic products. And depending on who the agency is, DOD versus civilian, you could pay a certain premium and buy a foreign, before a foreign product would become essentially compatible with that statute. And so recently there's an executive order that's kind of strengthened some pieces of the bi-American act saying, first of all kind of the test as to what is a foreign product. There's this component test that, because you say, well, how do we decide if the product is a sneaker and the leather was made in one country and the laces are made another and the rubber insoles may, how do we decide if that's a domestic product or not? And so there's this test that talks about our 50% essentially of the components manufactured in the United States and then the final assembly is that done in the United States. And so this executive order would kind of take the test and make it a stricter test but requiring more components, more a greater percentage of the components to be manufactured domestically for the item to qualify as a domestic product. And then the executive order, and I haven't checked to see whether this has been implemented in the FAR yet or defars or not, the executive order was supposed to be effective this year would also require that the price premium essentially be adjusted upwards. In other words, instead of saying, hey, you can buy a domestic product or excuse me, a foreign product if the domestic product is 6% more expensive, it would say 20% more expensive, things like that. So essentially it keeps the price premium in place but it would allow for a greater price premium to be paid for domestic products. And then that all overlaps with the kind of ongoing as you've seen the section eight, eight, nine, telecommunications ban and the idea of, hey, in addition to kind of trying to draw in and source more domestically as a general matter when it comes to certain and at this point telecommunications products, we don't want contractors using products that might be essentially compromised by our adversaries, in this case, China. And so if you have these telecommunications products we want those out, we don't know if these Chinese companies are being controlled by the Chinese military or the government or whatever and using these products in a way that is going to be detrimental to national security. And so that kind of, it's not a, it's not a bi-American act but kind of overlays and is part and parcel of kind of think the administration's mindset overall by because of COVID, because of national security of trying to domesticize really as much of the contracting as possible while keeping in mind that some products either cannot be bought domestically because it's just not produced. And there's a list, the SBA has a list of these that are just not produced domestically. And you mentioned you knew the last manufactured domestically of a product or that in some cases, if we're not talking about national security problem that we're just, you know, we've got a balancing act still where the taxpayers should only be required to pay so much more of a premium. You know, especially if you're a sole source you're the only domestic supplier you can jack that price as high as you can go because you're the only domestic company. Well, at some point that's the benefit to the taxpayers outweighed by the extra price that they were paying. And so there's always that tension between those and we want to support domestic industry versus yeah but we also as government have our stewards of the public Fisk and how much more are we willing to pay for that? I can tell you, Steven, I'm, you know all this stuff is very fascinating to me. I don't know if you can tell. Oh, I mean, yeah, you and me both. I'm, you know, as you can tell I'm a nerd about procurement. So I can just talk about this stuff all day. I'm very excited. I mean, and I am a morning guy. So I'm wide awake. Oh, good for you. I'm wide awake only because of my huge mug of coffee. Yeah, I'm wide awake. So this is great to me. A couple more things and I'll let you run. You mentioned something when you were just talking and it brought me up the 809 panel. Did they go away? Yeah, as far as I know, they're no longer constituted. As far as I know that section 809 panel for those of your listeners who aren't aware of that was a blue ribbon commission convened by Congress a few years back as one of those NDAAs as part of the section 809 panel group because it's come from section 809 of whichever year of NDAA it was, May 2016 and 2015, something like that. But they were tasked with making kind of broad based recommendations for trying to improve DOD acquisition specifically. It was directed at DOD, this being the NDAA. Although oftentimes if something happens on the DOD side and it's not long before it gets copied on the non-DOD side or civilian side, if I can, you know, I have people say, well, that's not exactly right terminology, but the non-DOD side as well. So this blue ribbon commission came out with three reports, which I, you know, about it's really directed trying to like streamline and improve the efficiency of DOD acquisitions. They, three reports which I think totaled about 2,000 pages of material. So I was like, oh, it's a streamlining panel with a report that's like this thick, you know? But they had some good recommendations, some bad, some ugly in my opinion. Some of them were implemented, others not. As far as I know, that panel is no longer out there as an active entity. I went to their website the other day and it still exists. The website's still out there. You can still read the reports, the recommendations that the panel made, but I don't believe they're currently active making any new recommendations. Okay, okay, fair enough, fair enough. The HUBZone program, I know, and again, I, you know, I, you know, I speak with people from the HUBZone National Council. I know there are a lot of issues with the program and soul sourcing. Some of the rankings were difficult for contractors to be able to use the HUBZone program to soul source contracts, to work contracts. Have we worked through some of those issues? I think so, yeah. And so the, yeah, a great, great organization, by the way, the HUBZone National Council good leadership there. And I know them and work with them and have been to their conferences a few times. So it's a good organization, but yeah, I think the HUBZone program, and some of your listeners may know this and others may not, is alone among the socioeconomic preference programs. The government in recent years has been unable to reach its goal for contracting with HUBZone companies. And by unable, I mean, not even close. The goal is 3% of prime contract dollars to HUBZones and the actual achievement last year was about 2%. That's actually improvement over previous years where it was down to 1%, not 1%, like 1.8 or something like that. And so, then that's been going on for years. This is inability to, they're meeting the STV-USB goal, they're meeting the SDB, which includes A&A, Small Disadvantaged Business goal. Recently, I've met the women-owned goal. That was, they were unable to do that for a while, but recently hit that, that's a 5% goal. But HUBZone, I've been unable to do it. And so, I think part of the problem, and SBA finally realized that as, and I think you absolutely alluded to this, were kind of structural issues within the HUBZone program itself and how the HUBZone program was structured and how it was applied in terms of contracts as well. And so, one of the major structural issues has been the 35% requirement. And the 35% requirement says that for most HUBZone companies, this is not necessarily the truth for tribally-owned businesses that have a couple of options to beat the rules. But, the most HUBZone companies have to have 35% of their employees living in a HUBZone, living in a HUBZone. It doesn't have to be the HUBZone where their offices located could be any old HUBZone, 35% of employees live in a HUBZone. And so, couple problems with that requirement. Number one, it was being applied, not just when you applied to the program, but both on the bid date and award date of a contract. And so, if you didn't hit the 35% number on either of those dates, you could have your contract taken away from your HUBZone status tripped. And so, for example, let's say you've got 10 employees in your company, you've got four of them living in a HUBZone, one of them quits. Now you've got three employees out of nine, and the next day you get awarded a contract, oops, sorry, you don't have 35%. And so, one thing SBA did was remove that, and this is in a rule change that took effect, I think day after Christmas last year, remove that requirement. They said, look, if you hit the 35% requirement on your date of certification and kind of on your annual, put in an annual renewal, then you don't have to maintain the 35% on your bid date and award date. And that helped, I think, a lot for folks who were just unable to meet that all the time, every single day, they had to meet that. So that's one change. The SBA also made it easier for HUBZone contractors to team with other companies. We mentioned the Menor Projet, we started this conversation with Menor Projet. It used to be that to form a joint venture in the HUBZone program, the only way to do it was to joint venture with another HUBZone company. That's it, no mentors, no other small businesses, no A&As, it had to be two HUBZones and how often did that happen, not very often. And so it essentially took HUBZone contracts out of the universe of permissible joint venture targets. And so mentors wouldn't mentor HUBZone companies if that's the only cert they had. HUBZone companies weren't also able to team up with large businesses to pursue larger opportunities. And of course, this all then trickles down to the contract investors who when they do their market research say, huh, we're not gonna get any bids from HUBZone companies. So I guess we're not gonna do a HUBZone set aside or a sole source, yeah. And so it all has this circular effect. So SBA did change that a couple years back and said, hey, HUBZone companies, you too can have mentors, you too can form joint ventures with them to pursue HUBZone contracts and make it easier for HUBZones to get the same sort of benefits that the other preference programs have always had. There are still some problems with the HUBZone program. And SBA did a number of other rule changes. And again, most of them taking effect either about 2016 or then again, last December to try to make the HUBZone program friendlier and easier for folks to use. It is still a difficult program in some industries to think about construction. I mean, they bring out a new workforce every time they get a new job somewhere and it depends on where that job's located and then those people come and go and sometimes they're laborers who live in a hotel or something like that. I mean, it can be difficult in some industries and there's not really a great solution to that. Don't forget they changed the HUBZone maps as well. So you were in a HUBZone map now, you're not in a HUBZone map. Am I grandfathered in? Am I kicked out? Did I have to relocate my office? That's exactly right. And so SBA has frozen the HUBZone maps now for a few years and provided a longer grace period because HUBZone, of course, is based on the Census Bureau essentially designating your census tract as being underutilized, an underutilized business zone. And so one thing that happens, of course, is that as economies change, some areas that did meet the criteria to be labeled HUBZone no longer do. And so if you have your office, your office has to be in a HUBZone, in that HUBZone, you have employees living there and all of a sudden SBA says, oh, guess what? It's not a HUBZone anymore. Then you've got a real problem on your hands. And so they've added a now a longer grace period. You still at some point have to move your office. You can't stay there forever, but they have given you a long, because we did have people essentially had the rug pulled out from under them. And some of it was notification problems. They were always giving some sort of notice, but it became an issue. And so trying to provide a little more stability in that program, provide more options for teaming with other companies, make it easier to meet that 35% requirement. Another thing SBA has done is said, and this one is actually subject to debate about whether SBA exceeded its authority in doing it, but that's another way has said, if an employee lived in a HUBZone, when you applied to the program and counted as a HUBZone employee and lives there for six months after that, if they moved somewhere else out of the HUBZone, you can count them as a HUBZone employee forever for as long as they work for you. And that played into SBA's concern. I think it justified concern that folks who live in HUBZones aren't always the nicest place to live. And so when someone gets a job, a nice job with a contractor who's paying them a decent salary, and one of the first things they sometimes do is like, great, I'm leaving the HUBZone employee. And so, and then the employer is like, well, now you're not a HUBZone employee, now I gotta fire you. So it's a probably don't want these people stuck where they don't want to live by the same token. You don't want people to get fired or terminated because they moved, and so SBA has essentially allowed them to be grandfathered in. That has been, I guess, questioned by SBA's inspector general as to whether SBA had the statutory authority, in other words, whether Congress, the authority that SBA gave, or the Congress gave the SBA over the HUBZone program extended to kind of permanent grandfathering. That was something that the IG called into question and the report that came out last month, I believe, don't know where that's gonna go. But on the books right now, that grandfathering is totally permissible. It's under the SBA's rules. As I've been mentioning to my HUBZone clients, just know that the question at least has been raised as to whether SBA was allowed to do that, where, if anywhere, that question will go remains to be seen. But the bottom line is, yeah, SBA has really, I think, taken the bull by the horns. They've understood that HUBZone had structural problems that prevented folks from getting that certification, beginning with maintaining the certification, that, in turn, led government contract not to issue enough HUBZone set-asides and sole sources. Hopefully that will change over time. I think the reputation became they're just not enough HUBZones out there and that's a harder thing to beat back than just with a structural rule change. But hopefully over time, and we did see, like I said, the achievement for HUBZone did tick up last year and hopefully that'll be a continuing trend. And so let's talk about the top 10 legal issues facing small businesses. Yeah, and obviously in our time, we're not gonna cover 10, but let me mention a couple that are really important that I see come up all the time and that really folks can get in trouble and that by the time they call me, it may be too late to really get them out of that trouble because I really like to be proactive when I'm talking with clients or anybody out there who is unfamiliar with some aspect of government contracting and it's a deep, deep area as we've mentioned. So item number one, and this is something that govern, this blows government employees' minds because they are trained completely differently, but many folks in industry and government contractors believe that anybody who carries a government business card essentially can tell you how to do more work, to change your work, can essentially give you directives on a government contract that you're performing and that is absolutely not true. That is absolutely not true. And so we see folks who say, well, my core contracting officer representative suggested that since we got a freak snowstorm, I go shovel the walk, even though my job on the project was as a landscaper and I was supposed to be cutting the grass, but we had the equipment, so she told me to go do it. So I did it, now I wanna get paid. Well, what's the problem with that type of scenario? Well, under the far, nobody has authority to direct you to do any work or to modify your contract except the contracting officer. A warranted contracting officer acting within the scope of his or her authority and contract officers have warrants that actually, it's not saying they're arresting you, it's a warrant that's an entitlement to essentially obligate the government to a contractor to an obligation. And so oftentimes, whether it is by just a miscommunication or even just an unfortunate lack of training, perhaps by somebody like a core or project engineer or something like that, somebody else gives a directive to a contractor and the contractor or the contractor perceives a directive was given and the contractor goes out and does the work and then says, here's my invoice. What's the problem with that scenario? Well, the problem is the government doesn't have to pay it. They don't have to pay it. They can just say thanks for shelving the walk, but the core wasn't authorized. So we're not gonna pay it. And so sometimes you do get paid. And the reason you get paid though is not, and this is unfortunate as well, is that folks get the idea if they get paid, if you present your invoice and say, thanks, we did the walk, here's the invoice. And then a few weeks later, you get paid, why is that? Is it because your core was authorized to do that? No, it's because the agency did something called ratification, which is where after the fact, the contracting officer says, well, core didn't have the authority to order that walk be shoveled, but we did need it shoveled. And I'm gonna retroactively essentially authorize that to happen. That all happens behind the scenes. There's a whole process on it. But what the contractor sees, sometimes they get paid. And so they assume that, well, that must mean the core had authority. Anybody who carries government business card has authority. And the problem is that the ratification is totally optional. The contracting officer doesn't have to ratify. Often they do just because, well, the government got a benefit and it's the right thing to do and they're actually good people at heart and all that sort of stuff. But they don't have to. And so I've seen cases where people actually did hundreds of thousands of dollars of work and it was unauthorized and the agency says, we don't care to pay you for that. We're not going to, thanks for the free work. See you later. And so you gotta be really, really careful because what happens is in practice, a lot of contractors don't actually interact much with their contract not. So a lot of these contract officers oversee dozens of contracts. They're not in regular communication with the contractor. They may not even be at the same site. And so they're regularly working with somebody else like a core, like maybe a project engineer, who knows some other government employee. And so they come to think of that person as their government contact. And in many cases of respects that person is, but not when it comes to anything involving new worker modification of the contract. In that case, you need a written directive from the contracting officer. If somebody else directs you to do work, my advice is say, hey, I know, I'll do respect. I went to this training, you can make me the bad guy. And this crazy lawyer came on and said, don't do work if the contracting officer doesn't. So could you get the contracting officer to send me an email authorizing it? And government employees are trained on this stuff. They ought to know better. They really ought to know better than to authorize you to do work, but you've got to protect yourself. And so the whole government business card scenario is one, it makes sense, that person works for the government. It's someone that you work with day to day, perhaps, but they don't actually have, unless they're a warranted contract now, so they do not have authority to order you to do work. And while it may work out for you because of the ratification process, you are performing at risk. I mean, you are at risk of not getting paid 100% of what you just did. So don't do that. Cause that's the situation where after the fact, I'm trying to come up with legal theories of ratification by silence and all this sort of stuff, digging into case law. And now you're paying me thousands of dollars to try to parse through case law from the 70s or something to hopefully get you paid when it's as uncomfortable as it may be if you're working with that person, it's like, yeah, I could get your boss to send me an email, it's better than not getting paid. So that's the advice there. What else? Well, the other one I mentioned just in the interest of time that the only other one that I would mention right now is with respect to SAM profiles. And so this is a common one that comes up with SAM profiles and the misconception with SAM profiles is they only need to be updated once per year. And that anything that's said in the SAM profile is essentially valid for a year. In fact, the FAR says that anytime you bid on a government contract and incorporate by references is always the case pretty much these days, your reps and certs in SAM. Remember that long list of things that you went through and they're gonna take your firstborn child if you don't get it right and all that sort of stuff. That long list of reps and certs, every time you submit a bid to the government or proposal to the government, you are certifying by submitting that bid that your reps and certs in SAM are current, accurate and complete as of that date. And so what I get, for example, is folks who say, well, yeah, I was a small business last August when I renewed my SAM profile. Then in January, I grew to be large, but I can keep certifying as small up until August because my SAM profile is made to get to the government. So I can, no, no, no, no, no. When you submit a bid, every representation in SAM needs to be current, accurate and complete as of the date of the bid. And so the one year is the minimum, or excuse me, that is the minimum requirement for you. You know, if nothing has changed, literally nothing has changed, then you still have to update it once a year. But if anything changes in those reps and certs, every time you submit a bid, it needs to be current, accurate and complete as of that date. You need to update your SAM. And so the notion that SAM profiles only need to be updated once a year is mistaken. That is the minimum requirement. But for many folks, any of those certifications change. You've got to update it before you submit that bid. Otherwise, you're making a false certification to the government. And so you don't want to do that. So I get that, I was kind of surprised when I first started getting it, but I was like that question, but there's a lot of training out there on SAM in about one year, one year, one year, one year, one year. And so when people combine that with the reps and certs, I sort of see logically where they're coming from there. It's just unfortunately not true. And I've had to explain that to a number of clients who for example, had continued calling themselves small because their SAM profile hadn't been renewed even though they had grown large. And like, uh-oh, you need to withdraw that proposal. You're not small anymore. You can't bid on small business set-aside. And those sorts of things. People don't want to hear that from them. They're like, oh, I was like, well, you want to withdraw your proposal or get charged with fraud. I mean, come on. So again, it's a misconception. No one's trying to commit fraud by doing that, but you can get some nasty responses from the government if your reps and certs are untrue. So another one, I guess I'll mention one more for you just as we said, top 10, I'll do three. All right, here we go. The last one for you, and this blows people's minds too. As far as the government is concerned, 1099s, 1099 independent contractors, what are they? They are subcontractors. They are subcontractors. They are not employees. And so, and by the way, if you call them employees, then you better be paying all your unemployment taxes and all that sort of stuff, otherwise you're committing tax fraud. So if you're actually treating them like employees, then you ought to bring them on as W-2s. But what I get a lot of times is folks treat their independent contractors differently than their company subcontractors. In other words, they say, well, they're an independent contractor. I'm just giving them this tiny little independent contractor agreement. I'm not including any FAR provisions. Actually, you gotta flow down the FAR mandatory flowdowns to any subcontractor, including a 1099. When it comes time to compute whether you're meeting your limitation on subcontracting, for example, if you are in a set-aside where you're only allowed to subcontract so much of the work, a 1099 does not count as a prime contractor employee for purposes of calculating that analysis. They are a subcontractor. And so, you can't have it both ways. In other words, you can't tell the IRS that they are a 1099, and then you're not paying their unemployment insurance and all that sort of stuff, while at the same time telling Uncle Sam essentially that they're an employee when you want that to be true. And so, remember, that doesn't mean you need to give your independent contractors a something that looks exactly like your subcontracts to companies. You can call it an independent contractor agreement if you want. Instead of laying out FAR clauses, you never have to do this, by the way. You can include a little corporation by reference that says this here by incorporates all the FAR clauses. But you gotta remember, whatever purpose you're using it, that if you have 1099s and you're properly classifying them that way as opposed to classifying them as W-2s, they're subcontractors. They're subcontractors. And please don't ever use, this is just a pet peeve of mine, the term 1099 employees. It's like they're one or the other. They're either a 1099 or they're an employee. They're not a 1099 employee. So please don't do that. That's just gonna create confusion among SBA or even IRS. Again, I'm not a tax lawyer, but the IRS has a whole list that I would recommend that if you're not sure, if you're properly classifying your employees one way or the other, Google IRS, independent contractor versus employee. And you can see the list of factors that the IRS would apply. And the SBA essentially defers to the IRS in that regard. So make sure you classify your people correctly, W-2 versus 1099. And remember that if you are properly classifying someone 1099 that they are a subcontractor. They are not an employee for government contracting purposes. Steven, where can we find you? Tell people to find you how to reach you. What reasons that they'd be reaching out to you for what type of issues, topics that you carry. I'm gonna show on the website. I'm gonna share with everyone on the screen now. Small GovCon, why are you finished up today? Fantastic. Well, there's our blog as you see the Small GovCon blog and that's, we update that as you know, many times you see another post. Oh, there's one of my posts up that our, Shane McCall is the editor of the blog, just posted one of mine while we were talking. So that's great, I will update that. But yeah, we're easy to reach. And so the Small GovCon blog as you see, you can click on the contact button there. And that's the easy way to reach our firm. You see our contact information also on the, the right side is our general contact information. That's the main telephone number for all of us at the firm, 785-208-919. You can go to our separate website, coprince.com, just my last name, coprince.com. You see it there on the right-hand side as well for more information about the firm. I'm on email all the time. You can find me scoprince.com, very easy, just scoprince.com, please email me. And I'm also on LinkedIn, most business days, love connecting with folks. So you can find me on LinkedIn, follow our firm on LinkedIn, because we're not only updating with our content from the blog, but with other things we see out in government contracting on our LinkedIn profile as well. And there you see our homepage as scoprince.com. And then you see, you're asking about what sort of issues could folks contact us about? There you go. There's a list of those types of things that we address. You see if some of our teammates, my teammates, they're all better looking than I am by a large amount over on the right there, or on the left, excuse me, and on the right, you see our list of services. So socioeconomic issues, FAR compliance, DFARS, Metro Protege, a team agreement, subcontracts. Yes, we do do the protests and the claims and those sorts of disputes as well. Although we've often found that, as I mentioned, we're able to resolve that with informal communication with a contract officer, it's a pre-award dispute. Even claims against an agency can sometimes resolve within what's called an alternative dispute resolution where you get some folks in a room or on the phone or in a Zoom and hash it out as opposed to spending two years and now hundreds of thousands or tens of thousands of dollars, at least litigating something, not always possible. You can't always reach an amicable dispute resolution, but that's always our goal when those things pop up. Steven, listen, thank you so much. Stay on, I'm gonna just close out the YouTube, leave people with some parting words and then you and I can chat for a few minutes just afterwards, okay? That sounds good, Eric. Thanks for having me on and I'm impressed, you keep talking and you've got another one I understand this afternoon, so your voice is gonna be a little horrifying, I suppose, but you must be used to it, my friend, so I appreciate it, it's been a lot of fun and thanks for having me. All right, thank you so much, Steven.