Federal Acquisition Regulation: Information on Corporate Contractor Performance and Integrity, 71975-71979 [2014-28484]

Download as PDF Federal Register / Vol. 79, No. 233 / Thursday, December 4, 2014 / Proposed Rules II. Reopening of Comment Period The Commission’s Agricultural Advisory Committee has scheduled a meeting to be held on December 9, 2014, and adopted an agenda that includes consideration, among other matters, of two issues associated with the Position Limits rulemaking: Deliverable supply and exemptions for bona fide hedging positions. To provide interested persons with a sufficient period of time to respond to questions raised and points made at the Agricultural Advisory Committee meeting, the Commission is reopening both the Position Limit Proposal and the Aggregation Proposal for an additional 45-day comment period. Comments should be limited to the following issues as they pertain to agricultural commodities: Hedges of a physical commodity by a commercial enterprise; and the process for estimating deliverable supplies used in the setting of spot month limits, as each pertains to agricultural commodities. Both comment periods will reopen on December 9, 2014, and close on January 22, 2015. Issued in Washington, DC, on December 1, 2014, by the Commission. Christopher J. Kirkpatrick, Secretary of the Commission. Note: The following appendices will not appear in the Code of Federal Regulations. Appendices to Position Limits for Derivatives and Aggregation of Positions Reopening of Comment Periods—Commission Voting Summary and Commissioner’s Statement Appendix 1—Commission Voting Summary On this matter, Chairman Massad and Commissioners Wetjen, Bowen, and Giancarlo voted in the affirmative. No Commissioner voted in the negative. mstockstill on DSK4VPTVN1PROD with PROPOSALS Appendix 2—Statement of Commissioner Sharon Y. Bowen I support this reopening of the comment period for our position limits rule. As I’ve previously said, this is a key rule and we are well-served by giving stakeholders another chance to comment. However, we cannot allow this rule to linger indefinitely on our docket. It has been over a year since we re-proposed this rule and nearly four years since it was first proposed. We need to finish this rule next year, and I believe we can release a final rule by spring 2015. As we continue to finalize and fine-tune our Dodd-Frank rulemakings, we have to avoid the temptation to simply ratchet back or weaken prior versions of those rules. In fact, I think the best way of viewing changes to our rules is not that we are tweaking them, but rather that we are enhancing them. VerDate Sep<11>2014 17:01 Dec 03, 2014 Jkt 235001 Sometimes that may mean making the rules more cost-effective and leaner, but at other times that will mean making them stronger than before. Enhancing a rule can mean reducing burdens to business while strengthening protections for the public. I believe our position limits proposal is exactly the sort of rule that needs to be enhanced, and I look forward to working with my fellow Commissioners to finish and release this rule in a timely fashion. [FR Doc. 2014–28482 Filed 12–3–14; 8:45 am] BILLING CODE 6351–01–P DEPARTMENT OF DEFENSE GENERAL SERVICES ADMINISTRATION NATIONAL AERONAUTICS AND SPACE ADMINISTRATION 48 CFR Parts 1, 4, 9, 22, and 52 [FAR Case: 2013–020; Docket No. 2013– 0020; Sequence No. 1] RIN 9000–AM74 Federal Acquisition Regulation: Information on Corporate Contractor Performance and Integrity Department of Defense (DoD), General Services Administration (GSA), and National Aeronautics and Space Administration (NASA). ACTION: Proposed rule. AGENCIES: DoD, GSA, and NASA are proposing to amend the Federal Acquisition Regulation (FAR) to implement a section of the National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2013 to include in the Federal Awardee Performance and Integrity Information System (FAPIIS), to the extent practicable, identification of any immediate owner or subsidiary, and all predecessors of an offeror that held a Federal contract or grant within the last three years. The objective is to provide a more comprehensive understanding of the performance and integrity of the corporation before awarding a Federal contract. DATES: Interested parties should submit written comments to the Regulatory Secretariat at one of the addresses shown below on or before February 2, 2015 to be considered in the formation of the final rule. ADDRESSES: Submit comments in response to FAR Case 2013–020 by any of the following methods: • Regulations.gov: https:// www.regulations.gov. Submit comments via the Federal eRulemaking portal by searching for ‘‘FAR Case 2013–020’’. Select the link ‘‘Comment Now’’ that SUMMARY: PO 00000 Frm 00003 Fmt 4702 Sfmt 4702 71975 corresponds with ‘‘FAR Case 2013– 020.’’ Follow the instructions provided at the ‘‘Comment Now’’ screen. Please include your name, company name (if any), and ‘‘FAR Case 2013–020’’ on your attached document. • Fax: 202–501–4067. • Mail: General Services Administration, Regulatory Secretariat (MVCB), ATTN: Ms. Hada Flowers, 1800 F Street NW., 2nd floor, Washington, DC 20405. Instructions: Please submit comments only and cite ‘‘FAR Case 2013–020’’ in all correspondence related to this case. All comments received will be posted without change to https:// www.regulations.gov, including any personal and/or business confidential information provided. FOR FURTHER INFORMATION CONTACT: Ms. Cecelia L. Davis, Procurement Analyst, at 202–219–0202 for clarification of content. For information pertaining to status or publication schedules, contact the Regulatory Secretariat Division at 202–501–4755. Please cite FAR Case 2013–020. SUPPLEMENTARY INFORMATION: I. Background DoD, GSA, and NASA are proposing to revise the FAR to implement section 852 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) with regard to Federal contracts. Section 852 requires that the FAPIIS include, to the extent practicable, information on any parent, subsidiary, or successor entities to a corporation in a manner designed to give the acquisition officials using the database a comprehensive understanding of the performance and integrity of the corporation in carrying out Federal contracts and grants. This proposed rule addresses the collection of information with regard to offerors that are responding to a solicitation for a Federal contract. The data on immediate owner and direct subsidiaries of an entity will be available through FAPIIS, based on the data obtained from offerors in response to the FAR provision 52.204–17, Ownership or Control of Offeror, which was published in the Federal Register at 79 FR 31187, on May 30, 2014, as a final rule under FAR Case 2012–024. II. Discussion and Analysis A. Information Required 1. Owner/Subsidiary (Proposed FAR 9.104–6(a)(2)(i)) After reviewing section 852, the Defense Acquisition Regulation Council and the Civilian Agency Acquisition E:\FR\FM\04DEP1.SGM 04DEP1 71976 Federal Register / Vol. 79, No. 233 / Thursday, December 4, 2014 / Proposed Rules Council (the Councils) determined that the further the distance between the entities, the less relevant the information is likely to be for establishing responsibility of the offeror. Furthermore, the cost and complexity maintaining a system that monitors the interrelationships of companies and their changes in ownership, and direct and indirect subsidiaries that could occur may be resource intensive for both the Government and the contractor and outweigh the benefits. Therefore, the Councils have determined that it is not practicable to establish interrelationships beyond the immediate owner and the direct subsidiary. The data on the immediate owner of an entity will be available through FAPIIS, based on the data obtained from offerors in response to the FAR provision 52.204–17, Ownership or Control of Offeror, which was published in the Federal Register at 79 FR 31187, on May 30, 2014, as a final rule under FAR Case 2012–024, effective November 1, 2014. This proposed rule 2013–020 will not be finalized until after the final rule under FAR Case 2012–024 becomes effective. For discussion of subsidiaries, see the information below in paragraph B. mstockstill on DSK4VPTVN1PROD with PROPOSALS 2. Predecessor/Successor (Proposed FAR 9.1046(a)(2)(ii)) Although the law requested information on successor entities, the Councils concluded that any entity making an offer would have to be the successor, because by definition the predecessor no longer exists, having been replaced by the successor. Therefore, the proposed provision requests offerors to provide information about all predecessors of the offeror that received a Federal contract or grant within the last three years. The information on predecessors of the offeror provided from the proposed provision at FAR 52.204–WW will be shown with the entity’s record in the System for Award Management (SAM) and in FAPIIS. With regard to identification of predecessors, the Councils have limited the identification of predecessor entities to within the last three years. This timeframe is consistent with the period required by FAR 42.1503(g) for consideration of most past performance information, and the timeframe generally used when reviewing prospective contractor’s integrity and past performance information within the last three years to make a responsibility determination. VerDate Sep<11>2014 17:01 Dec 03, 2014 Jkt 235001 B. Source of Information on Ownership and Predecessor of Offeror By obtaining the information on ownership directly from each offeror, the Government can define exactly what information it is seeking. Furthermore, there is already a final FAR rule (FAR case 2012–024, Commercial and Government Entity Code (CAGE), published in the Federal Register at 79 FR 3118, on May 30, 2014; effective November 1, 2014) that provides information on owners of each offeror. It is not necessary to request information on subsidiaries from the offeror, because if the subsidiary is in the SAM database, the subsidiary will provide the information on its immediate owner, which would then be shared with FAPIIS. If the subsidiary has not received any Government awards, the subsidiary will have no information available in FAPIIS, making it unnecessary for the owner to identify such a relationship. The following example demonstrates how FAPIIS will link owners with subsidiaries: If companies B, C, and D have reported that— B is owned by A; C is owned by A; and D is owned by C, Then FAPIIS will identify— Subsidiaries B and C for offeror A; Owner A for offeror B; Owner A and subsidiary D for offeror C; and Immediate owner C (not higher-level owner A) for offeror D. The Councils propose a new provision 52.204–WW, entitled ‘‘Predecessor of Offeror’’ to gather information on all predecessors of the offeror that held a Federal contract or grant within the last three years. C. Definitions (Proposed FAR 52.204– WW and FAR 52.204–17(a)) 1. ‘‘Owner.’’ The proposed definition of the term ‘‘owner’’ is consistent with the definition in the provision 52.204– 17, Ownership or Control of Offeror (see final rule for FAR Case 2012–024, Commercial and Government Entity Code, published in the Federal Register at 79 FR 31187, on May 30, 2014 and effective November 1, 2014). 2. ‘‘Subsidiary.’’ The term ‘‘subsidiary’’ is used throughout the FAR without definition, except as used with regard to inverted domestic corporations (FAR 9.108–1). The Councils have not defined ‘‘subsidiary’’ in this case, because it is necessary for the term ‘‘subsidiary’’ to be the exact reverse of the term ‘‘immediate owner.’’ Any offeror that identifies an entity as its immediate owner is the subsidiary of that other entity. These relationships PO 00000 Frm 00004 Fmt 4702 Sfmt 4702 will be identified in FAPIIS, based on the identified immediate owners. Therefore, it is unnecessary to define ‘‘subsidiary.’’ 3. ‘‘Predecessor’’ and ‘‘successor.’’ The Councils have proposed definitions of ‘‘predecessor’’ and ‘‘successor’’ to be included in paragraph (a) of the proposed provision 52.204–WW, Predecessor of Offeror. The term ‘‘successor’’ does not include new offices/divisions of the same company. An entity that has only changed its name will not be considered to be a successor. Identification of changes in name is not necessary for purposes of this case, because as long as the CAGE Code is still the same, FAPIIS will provide the prior information relating to the entity. A ‘‘predecessor’’ means an entity that is replaced by a successor and includes any predecessors of the predecessor. A ‘‘successor’’ means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term ‘‘successor’’ does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances. D. Use of Information on Other Entities FAR 9.104–3(c) already sets forth the FAR policy on consideration of the integrity and past performance of affiliates, which as defined in the FAR includes owners and subsidiaries, when they may adversely affect the prospective contractor’s responsibility. The Councils have not proposed any change to this policy because it is adequate to protect the interests of the Government. E. Availability to the Public The statute specifically requires the additional information on corporate structure to be available ‘‘in a manner designed to give the acquisition officials using the database a comprehensive understanding of the performance and integrity of the corporation in carrying out Federal contracts and grants.’’ However, section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111–212) added the requirement that all the information in FAPIIS, except for past performance information, shall be posted on a publicly available Internet Web site. Therefore, any information in FAPIIS with regard to immediate owner, subsidiaries, and predecessors, will be available to the public. E:\FR\FM\04DEP1.SGM 04DEP1 Federal Register / Vol. 79, No. 233 / Thursday, December 4, 2014 / Proposed Rules F. Applicability This rule applies to commercial items, including commercially available offthe-shelf items, as well as acquisitions below the simplified acquisition threshold. The information on predecessors is needed for all offerors for which a CAGE code is required. The information will be stored in the SAM database. Determinations and findings were signed in February 2010 under FAR Case 2008–027, that section 872 of the NDAA for FY 2009, which established the FAPIIS database, applies to the acquisition of commercial items, including commercially available offthe-shelf (COTS) items. That determination stated that an exemption for commercial item acquisitions (including COTS items) would exclude a significant portion of Federal contractors, thereby undermining an overarching public policy to achieve greater integrity and performance quality in contracting. We should apply extensions of information to be used in FAPIIS to acquisitions of commercial items, including COTS items, for the same reasons we stated with regard to the original statute that established FAPIIS. The representation will also apply to solicitations that do not exceed the simplified acquisition threshold. Determinations and findings will be approved by the appropriate authorities prior to publication of the final rule. mstockstill on DSK4VPTVN1PROD with PROPOSALS III. Executive Orders 12866 and 13563 Executive Orders (E.O.s) 12866 and 13563 direct agencies to assess all costs and benefits of available regulatory alternatives and, if regulation is necessary, to select regulatory approaches that maximize net benefits (including potential economic, environmental, public health and safety effects, distributive impacts, and equity). E.O. 13563 emphasizes the importance of quantifying both costs and benefits, of reducing costs, of harmonizing rules, and of promoting flexibility. This is not a significant regulatory action and, therefore, was not subject to review under Section 6(b) of E.O. 12866, Regulatory Planning and Review, dated September 30, 1993. This rule is not a major rule under 5 U.S.C. 804. IV. Regulatory Flexibility Act DoD, GSA, and NASA do not expect this rule to have a significant economic impact on a substantial number of small entities within the meaning of the Regulatory Flexibility Act, 5 U.S.C. 601, et seq., because the burden is minimal VerDate Sep<11>2014 17:01 Dec 03, 2014 Jkt 235001 to provide the CAGE Code and the name of all predecessors that held a Federal contract or grant within the last three years. However, an Initial Regulatory Flexibility Analysis (IRFA) has been performed and is summarized as follows: The objective of this rule is to provide acquisition officials using FAPIIS a comprehensive understanding of the performance and integrity of the corporation in carrying out Federal contracts. The legal basis for the rule is section 852 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239). The proposed provision in this rule would require each offeror to represent whether the offeror is or is not, within the last three years, a successor to a predecessor that held a Federal contract or grant within the last three years. If the offeror has indicated that it is such a successor, then the offeror must provide the CAGE code and legal name of all predecessors that held a Federal contract or grant within the last three years. The data on immediate owner and direct subsidiaries of an entity will be available through FAPIIS, based on the data obtained from offerors in response to the FAR provision 52.204–17, Ownership or Control of Offeror, that requires this information for the CAGE code. The Federal Government received offers from approximately 413,800 unique vendors in FY 2011. Approximately 275,900 of these offers were by unique small businesses, which will be required to respond to the proposed provision. The proposed rule requires approximately one submission per year, with an estimated average of .1 preparation hours per response. The response time will be less for most respondents, only required to check a box. Only those respondents that check ‘‘is’’ will have to provide a minimal amount of information (CAGE Code and legal name of all predecessors that held a Federal contract or grant within the last three years). A midlevel professional skill would be required in some instances to know whether the entity is a successor, as defined in the proposed rule. The rule does not duplicate, overlap, or conflict with any other Federal rules. There are no exemptions from the rule for small entities, because the law does not provide for any such exemption. However, the proposed rule limits the review of predecessor entities to three years. The Regulatory Secretariat has submitted a copy of the IRFA to the Chief Counsel for Advocacy of the Small Business Administration. A copy of the IRFA may be obtained from the Regulatory Secretariat. DoD, GSA and NASA invite comments from small business concerns and other interested parties on the expected impact of this rule on small entities. DoD, GSA, and NASA will also consider comments from small entities concerning the existing regulations in subparts affected by the rule in accordance with 5 U.S.C. 610. Interested parties must submit such comments PO 00000 Frm 00005 Fmt 4702 Sfmt 4702 71977 separately and should cite 5 U.S.C. 610 (FAR Case 2013–020), in correspondence. V. Paperwork Reduction Act The Paperwork Reduction Act (44 U.S.C. chapter 35) applies. The proposed rule contains information collection requirements. Accordingly, the Regulatory Secretariat has submitted a request for approval of a new information collection requirement concerning Identification of Predecessor Entities to the Office of Management and Budget. A. Public reporting burden for this collection of information is estimated to average .1 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. The annual reporting burden estimated as follows: Respondents: 413,800. Responses per respondent: 1. Total annual responses: 413,800. Preparation hours per response: .1. Total response Burden Hours: 41,380. B. Request for Comments Regarding Paperwork Burden. Submit comments, including suggestions for reducing this burden, not later than February 2, 2015 to: FAR Desk Officer, OMB, Room 10102, NEOB, Washington, DC 20503, and a copy to the General Services Administration, Regulatory Secretariat Division (MVCB), ATTN: Ms. Hada Flowers, 1800 F Street NW., 2nd floor, Washington, DC 20405. Public comments are particularly invited on: whether this collection of information is necessary for the proper performance of functions of the FAR, and will have practical utility; Whether our estimate of the public burden of this collection of information is accurate, and based on valid assumptions and methodology; ways to enhance the quality, utility, and clarity of the information to be collected; and ways in which we can minimize the burden of the collection of information on those who are to respond, through the use of appropriate technological collection techniques or other forms of information technology. Requesters may obtain a copy of the supporting statement from the General Services Administration, Regulatory Secretariat Division (MVCB), ATTN: Ms. Hada Flowers, 1800 F Street NW., 2nd floor, Washington, DC 20405. Please cite ‘‘OMB Control Number 9000–00XX; Identification of Predecessors,’’ in all correspondence. E:\FR\FM\04DEP1.SGM 04DEP1 71978 Federal Register / Vol. 79, No. 233 / Thursday, December 4, 2014 / Proposed Rules List of Subjects in 48 CFR Parts 1, 4, 9, 22, and 52 Government procurement. Dated: November 25, 2014. William Clark, Acting Director, Office of Government-wide Acquisition Policy, Office of Acquisition Policy, Office of Government-wide Policy. Therefore, the DoD, GSA, and NASA propose amending 48 CFR parts 1, 4, 9, 22, and 52 as set forth below: ■ 1. The authority citation for 48 CFR parts 1, 4, 9, 22, and 52 continues to read as follows: Authority: 40 U.S.C. 121(c); 10 U.S.C. chapter 137; and 51 U.S.C. 20113. PART 1—FEDERAL ACQUISITION REGULATIONS SYSTEM 1.106 [Amended] 2. Amend section 1.106, in the table following the introductory text, by adding in numerical sequence, FAR segment ‘‘52.204–WW’’ and its corresponding OMB Control No. ‘‘9000– 00XX’’. ■ PART 4—ADMINISTRATIVE MATTERS 3. Amend section 4.1202 by redesignating paragraphs (a)(6) through (29) as paragraphs (a)(7) through (30), respectively; and adding a new paragraph (6) to read as follows; ■ 4.1202 Solicitation provision and contract clause. (a) * * * (6) 52.204–WW, Predecessor of Offeror. * * * * * ■ 4. Amend section 4.1804 by adding paragraph (d) to read as follows: 4.1804 Solicitation provisions and contract clause. * * * * * (d) Insert the provision at 52.204– WW, Predecessor of Offeror, in all solicitations that include the provision at 52.204–16, Commercial and Government Entity Code Reporting. PART 9—CONTRACTOR QUALIFICATIONS 5. Amend section 9.104–6 by revising paragraphs (a) and (b) to read as follows: mstockstill on DSK4VPTVN1PROD with PROPOSALS ■ 9.104–6 Federal Awardee Performance and Integrity Information System. (a)(1) Before awarding a contract in excess of the simplified acquisition threshold, the contracting officer shall review the integrity and performance information available in the Federal Awardee Performance and Integrity Information System (FAPIIS), available VerDate Sep<11>2014 17:01 Dec 03, 2014 Jkt 235001 at www.ppirs.gov, then select FAPIIS, including FAPIIS information from the System for Award Management Exclusions and the Past Performance Information Retrieval System (PPIRS). (2) In accordance with 41 U.S.C. 2313(d)(3), FAPIIS also identifies— (i) An affiliate that is an immediate owner or subsidiary of the offeror, if any (see 52.204–17, Ownership or Control of Offeror); and (ii) All predecessors of the offeror that held a Federal contract or grant within the last three years (see 52.204–WW, Predecessor of Offeror). (b) When making a responsibility determination, the contracting officer shall consider all the information available through FAPIIS with regard to the offeror and any immediate owner, predecessor, or subsidiary identified for that offeror in FAPIIS, as well as other past performance information on the offeror (see subpart 42.15). (1) For evaluation of information available through FAPIIS relating to an affiliate of the offeror, see 9.104–3(c). (2) For source selection evaluations of past performance, see 15.305(a)(2). Contracting officers shall use sound judgment in determining the weight and relevance of the information contained in FAPIIS and how it relates to the present acquisition. Since FAPIIS may contain information on any of the offeror’s previous contracts and information covering a five-year period, some of that information may not be relevant to a determination of present responsibility, e.g., a prior administrative action such as debarment or suspension that has expired or otherwise been resolved, or information relating to contracts for completely different products or services. * * * * * ■ 6. Amend section 9.105–1 by revising introductory paragraph (c) to read as follows: 9.105–1 Obtaining information. * * * * * (c) In making the determination of responsibility, the contracting officer shall consider information available through FAPIIS (see 9.104–6) with regard to the offeror and any immediate owner, predecessor, or subsidiary identified for that offeror in FAPIIS, including information that is linked to FAPIIS such as from the System for Award Management Exclusions, and the Past Performance Information Retrieval System (PPIRS), as well as any other relevant past performance information on the offeror (see 9.104–1(c) and subpart 42.15). In addition, the contracting officer should use the PO 00000 Frm 00006 Fmt 4702 Sfmt 4702 following sources of information to support such determinations: * * * * * PART 22—APPLICATION OF LABOR LAWS TO GOVERNMENT ACQUISITIONS 22.1006 [Amended] 7. Amend section 22.1006 by removing from paragraph (a)(2)(i)(C) the words ‘‘52.204–8(c)(2)(iii) or (iv)’’ and adding ‘‘52.204–8(c)(2)’’ in its place; and removing from paragraph (e)(4)(i) the words ‘‘52.204–8(c)(2)(iv)’’ and adding ‘‘52.204–8(c)(2)’’ in its place. ■ PART 52—SOLICITATION PROVISIONS AND CONTRACT CLAUSES 8. Amend section 52.204–8 by— a. Revising the date of the clause; b. Redesignating paragraphs (c)(2)(ii) thru (vii) as paragraphs (c)(2)(iii) thru (viii), respectively; and ■ c. Adding new paragraph (c)(2)(ii). The revised and added text reads as follows: ■ ■ ■ 52.204–8 Annual Representations and Certifications. * * * * * Annual Representations and Certifications (Date) * * * * * (c) * * * (2) * * * ll (ii) 52.204–WW, Predecessor of Offeror. * * * * * ■ 9. Add section 52.204–WW, to read as follows: 52.204–WW Predecessor of Offeror. As prescribed in 4.1804(d), insert the following provision: Predecessor of Offeror (Date) (a) Definitions. As used in this provision— Commercial and Government Entity (CAGE) code means— (1) An identifier assigned to entities located in the United States and its outlying areas by the Defense Logistics Agency (DLA) Logistics Information Service to identify a commercial or government entity, or (2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by NATO’s Maintenance and Supply Agency (NAMSA) to entities located outside the United States and its outlying areas that DLA Logistics Information Service records and maintains in the CAGE master file. This type of code is known as an NCAGE code. Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor. Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the E:\FR\FM\04DEP1.SGM 04DEP1 Federal Register / Vol. 79, No. 233 / Thursday, December 4, 2014 / Proposed Rules through (p)’’ and adding ‘‘paragraphs (c) through (q)’’ in its place; ■ c. Adding to paragraph (a), in alphabetical order, the definitions ‘‘predecessor’’ and ‘‘successor’’; ■ d. Removing from paragraph (b)(2) the words ‘‘paragraphs at (c) through (p)’’ and adding ‘‘paragraphs at (c) through (q)’’ in its place; and ■ e. Adding paragraph (q). The revised text reads as follows: (End of provision) * * * * * ■ 10. Amend section 52.212–3 by— ■ a. Revising the date of the clause; ■ b. Removing from the introductory paragraph the words ‘‘paragraphs (c) mstockstill on DSK4VPTVN1PROD with PROPOSALS predecessor under a new name (often through acquisition or merger). The term ‘‘successor’’ does not include new offices/ divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances. (b) The offeror represents that it ❏ is or ❏ is not a successor to a predecessor that held a Federal contract or grant within the last three years. (c) If the offeror has indicated ‘‘is’’ in paragraph (b) of this provision, enter the following information for all predecessors of the offeror that held a Federal contract or grant within the last three years (If more than one predecessor list in reverse chronological order): Predecessor CAGE code: llll (or mark ‘‘Unknown’’). Predecessor legal name: llll. (Do not use a ‘‘doing business as’’ name.) * VerDate Sep<11>2014 17:01 Dec 03, 2014 Jkt 235001 52.212–3 Offeror Representations and Certifications—Commercial Items. * * * * * Offeror Representations and Certifications— Commercial Items (Date) * * * * * (a) * * * Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor. * * * * Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term ‘‘successor’’ does not include new offices/ PO 00000 Frm 00007 Fmt 4702 Sfmt 9990 71979 divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances. * * * * * (q) Predecessor of Offeror. (Applies in all solicitations that include the provision at 52.204–16, Commercial and Government Entity Code Reporting.) (1) The offeror represents that it ❏ is or ❏ is not a successor to a predecessor that held a Federal contract or grant within the last three years. (2) If the offeror has indicated ‘‘is’’ in paragraph (q)(1) of this provision, enter the following information for all predecessors that held a Federal contract or grant within the last three years (If more than one predecessor, list in reverse chronological order): Predecessor CAGE code: llll (or mark ‘‘Unknown’’). Predecessor legal name: llll. (Do not use a ‘‘doing business as’’ name) * * * * * [FR Doc. 2014–28484 Filed 12–3–14; 8:45 am] BILLING CODE 6820–EP–P E:\FR\FM\04DEP1.SGM 04DEP1

Agencies

[Federal Register Volume 79, Number 233 (Thursday, December 4, 2014)]
[Proposed Rules]
[Pages 71975-71979]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-28484]


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DEPARTMENT OF DEFENSE

GENERAL SERVICES ADMINISTRATION

NATIONAL AERONAUTICS AND SPACE ADMINISTRATION

48 CFR Parts 1, 4, 9, 22, and 52

[FAR Case: 2013-020; Docket No. 2013-0020; Sequence No. 1]
RIN 9000-AM74


Federal Acquisition Regulation: Information on Corporate 
Contractor Performance and Integrity

AGENCIES: Department of Defense (DoD), General Services Administration 
(GSA), and National Aeronautics and Space Administration (NASA).

ACTION: Proposed rule.

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SUMMARY: DoD, GSA, and NASA are proposing to amend the Federal 
Acquisition Regulation (FAR) to implement a section of the National 
Defense Authorization Act (NDAA) for Fiscal Year (FY) 2013 to include 
in the Federal Awardee Performance and Integrity Information System 
(FAPIIS), to the extent practicable, identification of any immediate 
owner or subsidiary, and all predecessors of an offeror that held a 
Federal contract or grant within the last three years. The objective is 
to provide a more comprehensive understanding of the performance and 
integrity of the corporation before awarding a Federal contract.

DATES: Interested parties should submit written comments to the 
Regulatory Secretariat at one of the addresses shown below on or before 
February 2, 2015 to be considered in the formation of the final rule.

ADDRESSES: Submit comments in response to FAR Case 2013-020 by any of 
the following methods:
     Regulations.gov: https://www.regulations.gov. Submit 
comments via the Federal eRulemaking portal by searching for ``FAR Case 
2013-020''. Select the link ``Comment Now'' that corresponds with ``FAR 
Case 2013-020.'' Follow the instructions provided at the ``Comment 
Now'' screen. Please include your name, company name (if any), and 
``FAR Case 2013-020'' on your attached document.
     Fax: 202-501-4067.
     Mail: General Services Administration, Regulatory 
Secretariat (MVCB), ATTN: Ms. Hada Flowers, 1800 F Street NW., 2nd 
floor, Washington, DC 20405.
    Instructions: Please submit comments only and cite ``FAR Case 2013-
020'' in all correspondence related to this case. All comments received 
will be posted without change to https://www.regulations.gov, including 
any personal and/or business confidential information provided.

FOR FURTHER INFORMATION CONTACT: Ms. Cecelia L. Davis, Procurement 
Analyst, at 202-219-0202 for clarification of content. For information 
pertaining to status or publication schedules, contact the Regulatory 
Secretariat Division at 202-501-4755. Please cite FAR Case 2013-020.

SUPPLEMENTARY INFORMATION: 

I. Background

    DoD, GSA, and NASA are proposing to revise the FAR to implement 
section 852 of the National Defense Authorization Act for Fiscal Year 
2013 (Pub. L. 112-239) with regard to Federal contracts. Section 852 
requires that the FAPIIS include, to the extent practicable, 
information on any parent, subsidiary, or successor entities to a 
corporation in a manner designed to give the acquisition officials 
using the database a comprehensive understanding of the performance and 
integrity of the corporation in carrying out Federal contracts and 
grants. This proposed rule addresses the collection of information with 
regard to offerors that are responding to a solicitation for a Federal 
contract. The data on immediate owner and direct subsidiaries of an 
entity will be available through FAPIIS, based on the data obtained 
from offerors in response to the FAR provision 52.204-17, Ownership or 
Control of Offeror, which was published in the Federal Register at 79 
FR 31187, on May 30, 2014, as a final rule under FAR Case 2012-024.

II. Discussion and Analysis

A. Information Required

1. Owner/Subsidiary (Proposed FAR 9.104-6(a)(2)(i))
    After reviewing section 852, the Defense Acquisition Regulation 
Council and the Civilian Agency Acquisition

[[Page 71976]]

Council (the Councils) determined that the further the distance between 
the entities, the less relevant the information is likely to be for 
establishing responsibility of the offeror. Furthermore, the cost and 
complexity maintaining a system that monitors the interrelationships of 
companies and their changes in ownership, and direct and indirect 
subsidiaries that could occur may be resource intensive for both the 
Government and the contractor and outweigh the benefits. Therefore, the 
Councils have determined that it is not practicable to establish 
interrelationships beyond the immediate owner and the direct 
subsidiary. The data on the immediate owner of an entity will be 
available through FAPIIS, based on the data obtained from offerors in 
response to the FAR provision 52.204-17, Ownership or Control of 
Offeror, which was published in the Federal Register at 79 FR 31187, on 
May 30, 2014, as a final rule under FAR Case 2012-024, effective 
November 1, 2014. This proposed rule 2013-020 will not be finalized 
until after the final rule under FAR Case 2012-024 becomes effective. 
For discussion of subsidiaries, see the information below in paragraph 
B.
2. Predecessor/Successor (Proposed FAR 9.1046(a)(2)(ii))
    Although the law requested information on successor entities, the 
Councils concluded that any entity making an offer would have to be the 
successor, because by definition the predecessor no longer exists, 
having been replaced by the successor. Therefore, the proposed 
provision requests offerors to provide information about all 
predecessors of the offeror that received a Federal contract or grant 
within the last three years. The information on predecessors of the 
offeror provided from the proposed provision at FAR 52.204-WW will be 
shown with the entity's record in the System for Award Management (SAM) 
and in FAPIIS.
    With regard to identification of predecessors, the Councils have 
limited the identification of predecessor entities to within the last 
three years. This timeframe is consistent with the period required by 
FAR 42.1503(g) for consideration of most past performance information, 
and the timeframe generally used when reviewing prospective 
contractor's integrity and past performance information within the last 
three years to make a responsibility determination.

B. Source of Information on Ownership and Predecessor of Offeror

    By obtaining the information on ownership directly from each 
offeror, the Government can define exactly what information it is 
seeking. Furthermore, there is already a final FAR rule (FAR case 2012-
024, Commercial and Government Entity Code (CAGE), published in the 
Federal Register at 79 FR 3118, on May 30, 2014; effective November 1, 
2014) that provides information on owners of each offeror. It is not 
necessary to request information on subsidiaries from the offeror, 
because if the subsidiary is in the SAM database, the subsidiary will 
provide the information on its immediate owner, which would then be 
shared with FAPIIS. If the subsidiary has not received any Government 
awards, the subsidiary will have no information available in FAPIIS, 
making it unnecessary for the owner to identify such a relationship. 
The following example demonstrates how FAPIIS will link owners with 
subsidiaries:

    If companies B, C, and D have reported that--
    B is owned by A;
    C is owned by A; and
    D is owned by C,
    Then FAPIIS will identify--
    Subsidiaries B and C for offeror A;
    Owner A for offeror B;
    Owner A and subsidiary D for offeror C; and
    Immediate owner C (not higher-level owner A) for offeror D.

    The Councils propose a new provision 52.204-WW, entitled 
``Predecessor of Offeror'' to gather information on all predecessors of 
the offeror that held a Federal contract or grant within the last three 
years.

C. Definitions (Proposed FAR 52.204-WW and FAR 52.204-17(a))

    1. ``Owner.'' The proposed definition of the term ``owner'' is 
consistent with the definition in the provision 52.204-17, Ownership or 
Control of Offeror (see final rule for FAR Case 2012-024, Commercial 
and Government Entity Code, published in the Federal Register at 79 FR 
31187, on May 30, 2014 and effective November 1, 2014).
    2. ``Subsidiary.'' The term ``subsidiary'' is used throughout the 
FAR without definition, except as used with regard to inverted domestic 
corporations (FAR 9.108-1). The Councils have not defined 
``subsidiary'' in this case, because it is necessary for the term 
``subsidiary'' to be the exact reverse of the term ``immediate owner.'' 
Any offeror that identifies an entity as its immediate owner is the 
subsidiary of that other entity. These relationships will be identified 
in FAPIIS, based on the identified immediate owners. Therefore, it is 
unnecessary to define ``subsidiary.''
    3. ``Predecessor'' and ``successor.'' The Councils have proposed 
definitions of ``predecessor'' and ``successor'' to be included in 
paragraph (a) of the proposed provision 52.204-WW, Predecessor of 
Offeror. The term ``successor'' does not include new offices/divisions 
of the same company. An entity that has only changed its name will not 
be considered to be a successor. Identification of changes in name is 
not necessary for purposes of this case, because as long as the CAGE 
Code is still the same, FAPIIS will provide the prior information 
relating to the entity. A ``predecessor'' means an entity that is 
replaced by a successor and includes any predecessors of the 
predecessor. A ``successor'' means an entity that has replaced a 
predecessor by acquiring the assets and carrying out the affairs of the 
predecessor under a new name (often through acquisition or merger). The 
term ``successor'' does not include new offices/divisions of the same 
company or a company that only changes its name. The extent of the 
responsibility of the successor for the liabilities of the predecessor 
may vary, depending on State law and specific circumstances.

D. Use of Information on Other Entities

    FAR 9.104-3(c) already sets forth the FAR policy on consideration 
of the integrity and past performance of affiliates, which as defined 
in the FAR includes owners and subsidiaries, when they may adversely 
affect the prospective contractor's responsibility. The Councils have 
not proposed any change to this policy because it is adequate to 
protect the interests of the Government.

E. Availability to the Public

    The statute specifically requires the additional information on 
corporate structure to be available ``in a manner designed to give the 
acquisition officials using the database a comprehensive understanding 
of the performance and integrity of the corporation in carrying out 
Federal contracts and grants.'' However, section 3010 of the 
Supplemental Appropriations Act, 2010 (Pub. L. 111-212) added the 
requirement that all the information in FAPIIS, except for past 
performance information, shall be posted on a publicly available 
Internet Web site. Therefore, any information in FAPIIS with regard to 
immediate owner, subsidiaries, and predecessors, will be available to 
the public.

[[Page 71977]]

F. Applicability

    This rule applies to commercial items, including commercially 
available off-the-shelf items, as well as acquisitions below the 
simplified acquisition threshold.
    The information on predecessors is needed for all offerors for 
which a CAGE code is required. The information will be stored in the 
SAM database.
    Determinations and findings were signed in February 2010 under FAR 
Case 2008-027, that section 872 of the NDAA for FY 2009, which 
established the FAPIIS database, applies to the acquisition of 
commercial items, including commercially available off-the-shelf (COTS) 
items. That determination stated that an exemption for commercial item 
acquisitions (including COTS items) would exclude a significant portion 
of Federal contractors, thereby undermining an overarching public 
policy to achieve greater integrity and performance quality in 
contracting. We should apply extensions of information to be used in 
FAPIIS to acquisitions of commercial items, including COTS items, for 
the same reasons we stated with regard to the original statute that 
established FAPIIS.
    The representation will also apply to solicitations that do not 
exceed the simplified acquisition threshold.
    Determinations and findings will be approved by the appropriate 
authorities prior to publication of the final rule.

III. Executive Orders 12866 and 13563

    Executive Orders (E.O.s) 12866 and 13563 direct agencies to assess 
all costs and benefits of available regulatory alternatives and, if 
regulation is necessary, to select regulatory approaches that maximize 
net benefits (including potential economic, environmental, public 
health and safety effects, distributive impacts, and equity). E.O. 
13563 emphasizes the importance of quantifying both costs and benefits, 
of reducing costs, of harmonizing rules, and of promoting flexibility. 
This is not a significant regulatory action and, therefore, was not 
subject to review under Section 6(b) of E.O. 12866, Regulatory Planning 
and Review, dated September 30, 1993. This rule is not a major rule 
under 5 U.S.C. 804.

IV. Regulatory Flexibility Act

    DoD, GSA, and NASA do not expect this rule to have a significant 
economic impact on a substantial number of small entities within the 
meaning of the Regulatory Flexibility Act, 5 U.S.C. 601, et seq., 
because the burden is minimal to provide the CAGE Code and the name of 
all predecessors that held a Federal contract or grant within the last 
three years. However, an Initial Regulatory Flexibility Analysis (IRFA) 
has been performed and is summarized as follows:

    The objective of this rule is to provide acquisition officials 
using FAPIIS a comprehensive understanding of the performance and 
integrity of the corporation in carrying out Federal contracts. The 
legal basis for the rule is section 852 of the National Defense 
Authorization Act for Fiscal Year 2013 (Pub. L. 112-239).
    The proposed provision in this rule would require each offeror 
to represent whether the offeror is or is not, within the last three 
years, a successor to a predecessor that held a Federal contract or 
grant within the last three years. If the offeror has indicated that 
it is such a successor, then the offeror must provide the CAGE code 
and legal name of all predecessors that held a Federal contract or 
grant within the last three years. The data on immediate owner and 
direct subsidiaries of an entity will be available through FAPIIS, 
based on the data obtained from offerors in response to the FAR 
provision 52.204-17, Ownership or Control of Offeror, that requires 
this information for the CAGE code. The Federal Government received 
offers from approximately 413,800 unique vendors in FY 2011. 
Approximately 275,900 of these offers were by unique small 
businesses, which will be required to respond to the proposed 
provision.
    The proposed rule requires approximately one submission per 
year, with an estimated average of .1 preparation hours per 
response. The response time will be less for most respondents, only 
required to check a box. Only those respondents that check ``is'' 
will have to provide a minimal amount of information (CAGE Code and 
legal name of all predecessors that held a Federal contract or grant 
within the last three years). A mid-level professional skill would 
be required in some instances to know whether the entity is a 
successor, as defined in the proposed rule.
    The rule does not duplicate, overlap, or conflict with any other 
Federal rules.
    There are no exemptions from the rule for small entities, 
because the law does not provide for any such exemption. However, 
the proposed rule limits the review of predecessor entities to three 
years.

    The Regulatory Secretariat has submitted a copy of the IRFA to the 
Chief Counsel for Advocacy of the Small Business Administration. A copy 
of the IRFA may be obtained from the Regulatory Secretariat. DoD, GSA 
and NASA invite comments from small business concerns and other 
interested parties on the expected impact of this rule on small 
entities.
    DoD, GSA, and NASA will also consider comments from small entities 
concerning the existing regulations in subparts affected by the rule in 
accordance with 5 U.S.C. 610. Interested parties must submit such 
comments separately and should cite 5 U.S.C. 610 (FAR Case 2013-020), 
in correspondence.

V. Paperwork Reduction Act

    The Paperwork Reduction Act (44 U.S.C. chapter 35) applies. The 
proposed rule contains information collection requirements. 
Accordingly, the Regulatory Secretariat has submitted a request for 
approval of a new information collection requirement concerning 
Identification of Predecessor Entities to the Office of Management and 
Budget.
    A. Public reporting burden for this collection of information is 
estimated to average .1 hours per response, including the time for 
reviewing instructions, searching existing data sources, gathering and 
maintaining the data needed, and completing and reviewing the 
collection of information.
    The annual reporting burden estimated as follows:
    Respondents: 413,800.
    Responses per respondent: 1.
    Total annual responses: 413,800.
    Preparation hours per response: .1.
    Total response Burden Hours: 41,380.
    B. Request for Comments Regarding Paperwork Burden.
    Submit comments, including suggestions for reducing this burden, 
not later than February 2, 2015 to: FAR Desk Officer, OMB, Room 10102, 
NEOB, Washington, DC 20503, and a copy to the General Services 
Administration, Regulatory Secretariat Division (MVCB), ATTN: Ms. Hada 
Flowers, 1800 F Street NW., 2nd floor, Washington, DC 20405.
    Public comments are particularly invited on: whether this 
collection of information is necessary for the proper performance of 
functions of the FAR, and will have practical utility; Whether our 
estimate of the public burden of this collection of information is 
accurate, and based on valid assumptions and methodology; ways to 
enhance the quality, utility, and clarity of the information to be 
collected; and ways in which we can minimize the burden of the 
collection of information on those who are to respond, through the use 
of appropriate technological collection techniques or other forms of 
information technology.
    Requesters may obtain a copy of the supporting statement from the 
General Services Administration, Regulatory Secretariat Division 
(MVCB), ATTN: Ms. Hada Flowers, 1800 F Street NW., 2nd floor, 
Washington, DC 20405. Please cite ``OMB Control Number 9000-00XX; 
Identification of Predecessors,'' in all correspondence.

[[Page 71978]]

List of Subjects in 48 CFR Parts 1, 4, 9, 22, and 52

    Government procurement.

    Dated: November 25, 2014.
William Clark,
Acting Director, Office of Government-wide Acquisition Policy, Office 
of Acquisition Policy, Office of Government-wide Policy.

    Therefore, the DoD, GSA, and NASA propose amending 48 CFR parts 1, 
4, 9, 22, and 52 as set forth below:

0
1. The authority citation for 48 CFR parts 1, 4, 9, 22, and 52 
continues to read as follows:

    Authority:  40 U.S.C. 121(c); 10 U.S.C. chapter 137; and 51 
U.S.C. 20113.

PART 1--FEDERAL ACQUISITION REGULATIONS SYSTEM


1.106  [Amended]

0
2. Amend section 1.106, in the table following the introductory text, 
by adding in numerical sequence, FAR segment ``52.204-WW'' and its 
corresponding OMB Control No. ``9000-00XX''.

PART 4--ADMINISTRATIVE MATTERS

0
3. Amend section 4.1202 by redesignating paragraphs (a)(6) through (29) 
as paragraphs (a)(7) through (30), respectively; and adding a new 
paragraph (6) to read as follows;


4.1202  Solicitation provision and contract clause.

    (a) * * *
    (6) 52.204-WW, Predecessor of Offeror.
* * * * *
0
4. Amend section 4.1804 by adding paragraph (d) to read as follows:


4.1804  Solicitation provisions and contract clause.

* * * * *
    (d) Insert the provision at 52.204-WW, Predecessor of Offeror, in 
all solicitations that include the provision at 52.204-16, Commercial 
and Government Entity Code Reporting.

PART 9--CONTRACTOR QUALIFICATIONS

0
5. Amend section 9.104-6 by revising paragraphs (a) and (b) to read as 
follows:


9.104-6  Federal Awardee Performance and Integrity Information System.

    (a)(1) Before awarding a contract in excess of the simplified 
acquisition threshold, the contracting officer shall review the 
integrity and performance information available in the Federal Awardee 
Performance and Integrity Information System (FAPIIS), available at 
www.ppirs.gov, then select FAPIIS, including FAPIIS information from 
the System for Award Management Exclusions and the Past Performance 
Information Retrieval System (PPIRS).
    (2) In accordance with 41 U.S.C. 2313(d)(3), FAPIIS also 
identifies--
    (i) An affiliate that is an immediate owner or subsidiary of the 
offeror, if any (see 52.204-17, Ownership or Control of Offeror); and
    (ii) All predecessors of the offeror that held a Federal contract 
or grant within the last three years (see 52.204-WW, Predecessor of 
Offeror).
    (b) When making a responsibility determination, the contracting 
officer shall consider all the information available through FAPIIS 
with regard to the offeror and any immediate owner, predecessor, or 
subsidiary identified for that offeror in FAPIIS, as well as other past 
performance information on the offeror (see subpart 42.15).
    (1) For evaluation of information available through FAPIIS relating 
to an affiliate of the offeror, see 9.104-3(c).
    (2) For source selection evaluations of past performance, see 
15.305(a)(2). Contracting officers shall use sound judgment in 
determining the weight and relevance of the information contained in 
FAPIIS and how it relates to the present acquisition. Since FAPIIS may 
contain information on any of the offeror's previous contracts and 
information covering a five-year period, some of that information may 
not be relevant to a determination of present responsibility, e.g., a 
prior administrative action such as debarment or suspension that has 
expired or otherwise been resolved, or information relating to 
contracts for completely different products or services.
* * * * *
0
6. Amend section 9.105-1 by revising introductory paragraph (c) to read 
as follows:


9.105-1  Obtaining information.

* * * * *
    (c) In making the determination of responsibility, the contracting 
officer shall consider information available through FAPIIS (see 9.104-
6) with regard to the offeror and any immediate owner, predecessor, or 
subsidiary identified for that offeror in FAPIIS, including information 
that is linked to FAPIIS such as from the System for Award Management 
Exclusions, and the Past Performance Information Retrieval System 
(PPIRS), as well as any other relevant past performance information on 
the offeror (see 9.104-1(c) and subpart 42.15). In addition, the 
contracting officer should use the following sources of information to 
support such determinations:
* * * * *

PART 22--APPLICATION OF LABOR LAWS TO GOVERNMENT ACQUISITIONS


22.1006  [Amended]

0
7. Amend section 22.1006 by removing from paragraph (a)(2)(i)(C) the 
words ``52.204-8(c)(2)(iii) or (iv)'' and adding ``52.204-8(c)(2)'' in 
its place; and removing from paragraph (e)(4)(i) the words ``52.204-
8(c)(2)(iv)'' and adding ``52.204-8(c)(2)'' in its place.

PART 52--SOLICITATION PROVISIONS AND CONTRACT CLAUSES

0
8. Amend section 52.204-8 by--
0
a. Revising the date of the clause;
0
b. Redesignating paragraphs (c)(2)(ii) thru (vii) as paragraphs 
(c)(2)(iii) thru (viii), respectively; and
0
c. Adding new paragraph (c)(2)(ii).
    The revised and added text reads as follows:


52.204-8  Annual Representations and Certifications.

* * * * *
Annual Representations and Certifications (Date)
* * * * *
    (c) * * *
    (2) * * *
    _-- (ii) 52.204-WW, Predecessor of Offeror.
* * * * *
0
9. Add section 52.204-WW, to read as follows:


52.204-WW  Predecessor of Offeror.

    As prescribed in 4.1804(d), insert the following provision:

Predecessor of Offeror (Date)

    (a) Definitions. As used in this provision--
    Commercial and Government Entity (CAGE) code means--
    (1) An identifier assigned to entities located in the United 
States and its outlying areas by the Defense Logistics Agency (DLA) 
Logistics Information Service to identify a commercial or government 
entity, or
    (2) An identifier assigned by a member of the North Atlantic 
Treaty Organization (NATO) or by NATO's Maintenance and Supply 
Agency (NAMSA) to entities located outside the United States and its 
outlying areas that DLA Logistics Information Service records and 
maintains in the CAGE master file. This type of code is known as an 
NCAGE code.
    Predecessor means an entity that is replaced by a successor and 
includes any predecessors of the predecessor.
    Successor means an entity that has replaced a predecessor by 
acquiring the assets and carrying out the affairs of the

[[Page 71979]]

predecessor under a new name (often through acquisition or merger). 
The term ``successor'' does not include new offices/divisions of the 
same company or a company that only changes its name. The extent of 
the responsibility of the successor for the liabilities of the 
predecessor may vary, depending on State law and specific 
circumstances.
    (b) The offeror represents that it [shabox1] is or [shabox1] is 
not a successor to a predecessor that held a Federal contract or 
grant within the last three years.
    (c) If the offeror has indicated ``is'' in paragraph (b) of this 
provision, enter the following information for all predecessors of 
the offeror that held a Federal contract or grant within the last 
three years (If more than one predecessor list in reverse 
chronological order):
    Predecessor CAGE code: ___-- (or mark ``Unknown'').
    Predecessor legal name: ___--.
    (Do not use a ``doing business as'' name.)


(End of provision)
* * * * *
0
10. Amend section 52.212-3 by--
0
a. Revising the date of the clause;
0
b. Removing from the introductory paragraph the words ``paragraphs (c) 
through (p)'' and adding ``paragraphs (c) through (q)'' in its place;
0
c. Adding to paragraph (a), in alphabetical order, the definitions 
``predecessor'' and ``successor'';
0
d. Removing from paragraph (b)(2) the words ``paragraphs at (c) through 
(p)'' and adding ``paragraphs at (c) through (q)'' in its place; and
0
e. Adding paragraph (q).
    The revised text reads as follows:


52.212-3  Offeror Representations and Certifications--Commercial Items.

* * * * *

Offeror Representations and Certifications--Commercial Items (Date)

* * * * *
    (a) * * *
    Predecessor means an entity that is replaced by a successor and 
includes any predecessors of the predecessor.
* * * * *
    Successor means an entity that has replaced a predecessor by 
acquiring the assets and carrying out the affairs of the predecessor 
under a new name (often through acquisition or merger). The term 
``successor'' does not include new offices/divisions of the same 
company or a company that only changes its name. The extent of the 
responsibility of the successor for the liabilities of the 
predecessor may vary, depending on State law and specific 
circumstances.
* * * * *
    (q) Predecessor of Offeror. (Applies in all solicitations that 
include the provision at 52.204-16, Commercial and Government Entity 
Code Reporting.)
    (1) The offeror represents that it [shabox1] is or [shabox1] is 
not a successor to a predecessor that held a Federal contract or 
grant within the last three years.
    (2) If the offeror has indicated ``is'' in paragraph (q)(1) of 
this provision, enter the following information for all predecessors 
that held a Federal contract or grant within the last three years 
(If more than one predecessor, list in reverse chronological order):
    Predecessor CAGE code: ___-- (or mark ``Unknown'').
    Predecessor legal name: ___--.
    (Do not use a ``doing business as'' name)
* * * * *
[FR Doc. 2014-28484 Filed 12-3-14; 8:45 am]
BILLING CODE 6820-EP-P
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