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