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feror and the Government, showing the contract number, the name and address of the procuring activity involved, the total dollar value of each contract as amended, the type of contract involved, and the balance remaining unpaid;

(3) A certified copy of the resolutions of each of the boards of directors of the corporate parties authorizing the transfer of assets;

(4) A certified copy of the minutes of any stockholders' meetings of the corporate parties necessary to approve the transfer of assets;

(5) A properly authenticated copy of the certificate and articles of incorporation of the transferee if such corporation was formed for the purpose of receiving the assets involved in the performance of the Government contracts;

(6) Opinion of legal counsel for the transferor and transferee that the transfer was properly effected in accordance with applicable law and the effective date of transfer;

(7) Evidence of the capability of the transferee to perform the contracts;

(8) Balance sheets, reflecting independent certifications of accuracy, of the transferor and the transferee as of dates immediately prior to and after the transfer of assets;

(9) Evidence of security clearance requirement;

(10) Consent of sureties on all the contracts listed under paragraph (2) of this paragraph (c) where bonds have been furnished or a statement from the transferor that no bond is required; and

(11) In the case of construction contracts, releases and waivers of liens by subcontractors.

(d) When it is consistent with the Government's interest to recognize a successor in interest to a Government contract, the contracting officer concerned shall execute an agreement with the transferor and the transferee which shall ordinarily provide in part that:

(1) The transferee assumes all the transferor's obligations under the contract;

(2) The transferor waives all rights under the contract as against the Government;

(3) The transferor guarantees performance of the contract by the transferee (a satisfactory performance bond may be accepted in lieu of such guarantee); and

(4) Nothing in the agreement shall relieve the transferor or the transferee from compliance with any Federal law.

(e) A form for such an agreement for use when the transferor and transferee are corporations and all the assets of the transferor are transferred is set forth in this paragraph (e). This form may be adapted to fit specific cases and may be used as a guide in preparing similar agreements for use in other situations.

AGREEMENT

This Agreement entered into as of (date upon which the transfer of assets became effective pursuant to applicable State law), by and between the ABC CORPORATION, a corporation duly organized and existing under the laws of the State of -with its principal office in the City of (hereinafter referred to as the "Transferor"); the XYZ CORPORATION, (add, if appropriate, "formerly known as the EFG Corporation") a corporation duly organized and existing under the laws of the State of with its principal office in the City of (hereinafter referred to as the "Transferee"); and the UNITED STATES OF AMERICA (hereinafter referred to as the "Government").

WITNESSETH THAT

1. WHEREAS, the Government, represented by various Contracting Officers of (insert name of agency) has entered into certain contracts and purchase orders with the Transferor namely (insert contract or purchase order description or "as set forth in the attached list marked 'Exhibit A' to this Agreement") and herein incorporated by reference; and the term "the contracts" as hereafter used means the above contracts and purchase orders, and all other contracts and purchase orders, including modifications thereto, heretofore made between the Government, represented by various Contracting Officers of the above-named agency and the Transferor (whether or not performance and payment have been completed and releases executed, if the Government or the Transferor has any remaining rights, duties, or obligations thereunder), and including modifications thereto hereafter made in accordance with the terms and conditions of such contracts and purchase orders between the Government and the Transferee;

2. WHEREAS, as of 19-, the Transferor assigned, conveyed, and transferred to the Transferee all the assets of the Transferor by virtue of a (term descriptive of the legal transaction involved) between the Transferor and the Transferee;

3. WHEREAS, as of 19-, the Transferee, by virtue of said assignment, conveyance, and transfer, has acquired all the assets of the Transferor;

4. WHEREAS, by virtue of said assignment, conveyance, and transfer, the Transferee has assumed all the duties, obligations, and liabilities of the Transferor under the contracts;

5. WHEREAS, the Transferee is in a position fully to perform the contracts and such duties and obligations as may exist under the contracts;

6. WHEREAS, it is consistent with the Government's interest to recognize the Transferee as the successor party to the contracts;

7. WHEREAS, there has been filed with the Government evidence of said assignment, conveyance, or transfer.

(Where a change of name is also involved, such as prior or concurrent change of name of the Transferee, an appropriate recital shall be used, for example:

8. WHEREAS, there has been filed with the Government a certificate dated 19-, signed by the Secretary of the State of to the effect that the corporate name of EFG CORPORATION was changed to XYZ CORPORATION on 19-;) NOW THEREFORE, in consideration of these premises, the parties hereto agree as follows:

1. The Transferor hereby confirms said assignment, conveyance, and transfer to the Transferee and does hereby release and discharge the Government from, and does hereby waive, any and all claims, demands, and rights against the Government which it now has or may hereafter have in connection with the contracts.

2. The Transferee hereby assumes, agrees to be bound by, and undertakes to perform each and every one of the terms, covenants, and conditions contained in the contracts. The Transferee further assumes all obligations and liabilities of and all claims and demands against the Transferor under the contracts, in all respects as if the Transferee were the original party to the contracts.

3. The Transferee hereby ratifies and confirms all actions heretofore taken by the Transferor with respect to the contracts with the same force and effect as if the action had been taken by the Transferee.

4. The Government hereby recognizes the Transferee as the Transferor's successor in interest in and to the contracts. The Transferee hereby becomes entitled to all right, title, and interest of the Transferor in and to the contracts in all respects as if the

Transferee were the original party to the contracts. The term "Contractor" as used in the contracts shall be deemed to refer to the Transferee rather than to the Transfer

or.

5. Except as expressly provided herein, nothing in this Agreement shall be construed as a waiver of any rights of the Government against the Transferor.

6. Notwithstanding the foregoing provisions, all payments and reimbursements heretofore made by the Government to the Transferor and all other actions heretofore taken by the Government pursuant to its obligations under any of the contracts shall be deemed to have discharged pro tanto the Government's obligations under the contracts. All payments and reimbursements made by the Government after the date of this Agreement in the name of or to the Transferor shall have the same force and effect as if made to said Transferee and shall constitute a complete discharge of the Government's obligations under the contracts, to the extent of the amounts so paid or reimbursed.

7. The Transferor and the Transferee hereby agree that the Government shall not be obligated to pay or reimburse either of them for, or otherwise give effect to, any costs, taxes, or other expenses, or any increases therein, directly or indirectly arising out of or resulting from (a) said assignment, conveyance, and transfer or (b) this Agreement, other than those which the Government, in the absence of said assignment, conveyance, and transfer, or this Agreement, would have been obligated to pay or reimburse under the terms of the contracts. 8. The Transferor hereby guarantees payment of all liabilities and the performance of all obligations which the Transferee (a) assumes under this Agreement or (b) may hereafter undertake under the contracts as they may hereafter be amended or modified in accordance with the terms and conditions thereof, and the Transferor hereby waives notice of and consents to any such amendment or modification.

9. Except as herein modified, the contracts shall remain in full force and effect. IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the day and year first above written. UNITED STATES OF AMERICA,

By

Title

ABC CORPORATION,

By Title

[CORPORATE SEAL]

XYZ CORPORATION,

By

Title

[CORPORATE SEAL]

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§ 1-26.403 Agreement to recognize change of name of contractor.

(a) When only a change of name is involved so that the rights and obligations of the parties remain unaffected, an agreement shall be executed between the parties to reflect the contractor's change of name. Three signed copies of the Change of Name Agreement and one copy of each of the following shall be forwarded by the contractor to the agency:

(1) A copy of the instrument by which the change of name was effected, authenticated by a proper official of the State having jurisdiction;

(2) Opinion of legal counsel for the contractor regarding the effective date of the change of name and that the change of name was properly effected in accordance with applicable law; and (3) A list of all contracts and purchase orders which have not been finally settled between the Government and the transferor, showing the contract number, the name and address of the procuring activity involved, the total dollar value of each contract, as amended, and the balance remaining unpaid.

(b) A format for such an agreement which may be used or adapted for specific cases is set forth below: AGREEMENT

This Agreement entered into as of (date upon which the change of name became effective pursuant to applicable State law), by and between the ABC CORPORATION (hereinafter sometimes referred to as the "Contractor"), a corporation duly organized and existing under the laws of the State of and the UNITED STATES OF AMERICA (hereinafter referred to as the "Government").

WITNESSETH THAT

1. WHEREAS, the Government, represented by various Contracting Officers of the (insert name of agency) has entered into certain contracts and purchase orders with the XYZ CORPORATION namely (insert contract or purchase order description or "as set forth in the attached list marked 'Exhibit A' to this Agreement and herein incorporated by reference") and the term "the contracts" as hereinafter used means the above contracts and purchase orders, and all other contracts and purchase orders, including modifications thereto, entered into between the Government, represented by various Contracting Officers of (insert name of agency) and the Contractor whether or not performance and payment have been completed and releases executed, if the Government or the Contractor has any remaining rights, duties, or obligations thereunder;

2. WHEREAS, the XYZ CORPORATION, by an amendment to its certificate of incorporation, dated has changed its corporate name to ABC CORPORATION; 3. WHEREAS, a change of corporate name only is accomplished by said amendment, so that rights and obligations of the Government and of the Contractor under the contracts are unaffected by said change; and

4. WHEREAS, there has been filed with the Government documentary evidence of said change in corporate name.

NOW THEREFORE, in consideration of the premises, the parties hereto agree that the contracts covered by this Agreement are hereby amended by deleting therefrom the name "XYZ CORPORATION" wherever it appears in the contracts and substituting therefor the name "ABC CORPORATION." IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the day and year first above written. UNITED STATES OF AMERICA,

By Title

ABC CORPORATION,

By

Title

[CORPORATE SEAL]

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change of name agreements.

(a) When a firm performing a Government contract wishes the Government to recognize a successor in interest to that contract, the contractor shall submit to the administering contracting officer all the documents required by § 1-26.402(c).

(b) The contracting officer shall determine whether it is in the best interest of the Government to recognize the proposed successor in interest on the basis of the following:

(1) The concurrence of the technical manager of the contract;

(2) His own determination that the proposed successor in interest is responsible in accordance with Subpart 1-1.12; and

(3) The legal sufficiency of the documents involved prior to execution as established by the review of counsel in accordance with agency procedures.

(c) A signed copy of the executed novation or change of name agreement shall be forwarded to the contractor, a signed copy shall be retained in the procuring agency executing the agreement, and where more than one procuring agency or activity is involved, a copy shall be sent by the executing agency to each agency or activity involved.

(d) After execution and distribution of the agreement to all parties involved, each contract affected thereby shall be appropriately modified by the responsible contracting officer and a copy of the modification shall be distributed to all parties who received the basic contract.

(e) To preclude unnecessary duplications of effort and in the interest of economy and efficiency, the contracting officer administering the largest contract being performed by the firm which wishes to transfer its contracts is encouraged to contact other contracting officers administering contracts with that firm to ascertain whether they are interested in having him act as their representative in (1) determining whether it is in the Government's interest to recognize the proposed successor in interest, and (2) executing a novation agreement covering their respective contracts.

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40-104 0-79--60

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