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] 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. Sec. 1-30.708 Examination of assignment. 1-30.709 Release of assignment. 1-30.710 Transfers of businesses and corpo rate mergers. AUTHORITY: Sec. 215(c), 63 Stat. 390; 40 U.S.C. 486(c). SOURCE: 29 FR 10356, July 25, 1964, unless otherwise noted. § 1-30.000 Scope of part. (a) This part contains general contract financing policies and procedures applicable to the financing of all types of contracts for all kinds of work, supplies, and nonpersonal services (including construction) except as provided in § 1-30.500-1 or as otherwise indicated herein. The term “contract financing” as used in these regulations covers Government guaranteed loans, advance payments, partial payments, and progress payments necessary for both performance and termination purposes. Also, Subpart 1-30.7 covers the assignment of moneys due under Government contracts. (b) The regulations in this Part 1-30 are intended to (1) state basic contract financing policy, (2) assure proper uniformity in policies and procedures, (3) provide for application of the fundamental management principle of internal check and balance, (4) insure that the need for advance or progress payments by contractors will not be treated as a handicap in awarding contracts, (5) facilitate and accelerate the making of progress payments requested by small business concerns under Government contracts, and (6) emphasize the usefulness and desirability of providing proper contract financing assistance to small business concerns. (c) Basic authority for advance, partial, progress, or other payments under contracts for property or services is contained in section 305 of the Federal Property and Administrative Services Act of 1949, 41 U.S.C. 255 (hereafter referred to in this Part 1-30 as the "Property Act"). No attempt is made in this part to enumerate all authorities for contract finance assistance. However, when for cogent reasons, agencies employ the authority of other applicable laws in the field of contract financing, the policies and procedures of this part shall, unless in subcontractor, or other person in connection with or in contemplation of the termination, in the interest of the United States, of any contract made for the national defense." consistent with the provisions of such authority, be applicable in order to further the objectives of consistency and uniformity of Government procurement practices. Accordingly, references made in this part to authorizing sections of the Property Act shall be deemed likewise as references to comparable authorizing sections and requirements under other applicable laws. [29 FR 10356, July 24, 1964, as amended at 31 FR 348, Jan. 12, 1966] Subpart 1-30.1-Forms of Financing § 1-30.100 Scope of subpart. This subpart states the authority for and describes the methods of contract financing by guaranteed loans, advance payments, partial payments, and progress payments. § 1-30.101 Guaranteed loans-authority. (a) Under section 301(a) of the Defense Production Act of 1950, as amended (50 U.S.C. 2091), and section 301 of Executive Order No. 10480 (3 CFR, 1949-1953 Comp., p. 962), the Department of the Army, the Department of the Navy, the Department of the Air Force, the Atomic Energy Commission, the Department of Commerce, the Department of the Interior, the Department of Agriculture, and the General Services Administration are designated as "guaranteeing agencies," and authorized by section 302(a) of Executive Order No. 10480 "to guarantee in whole or in part any public or private financing institution (including any Federal Reserve Bank), by commitment to purchase, agreement to share losses, or otherwise, against loss of principal or interest on any loan which may be made by such financing institution for the purpose of financing any contractor, subcontractor, or other person in connection with the performance of any contract or other operation deemed by the guaranteeing agency to be necessary to expedite production and deliveries or services under Government contracts for the procurement of materials or the performance of services for the national defense, or for the purpose of financing any contractor, (b) As defined in section 702(d) of the Defense Production Act of 1950, as amended (50 U.S.C. 2152(d)), "the term 'national defense' means programs for military and atomic energy production or construction, military assistance to any foreign nation, stockpiling, and directly related activity." § 1-30.102 Guaranteed loans—description. (a) Guaranteed loans, usually called "V-loans," are essentially the same as other loans made by financing institutions without guarantee, except that under a standard form of guarantee agreement the guaranteeing agency is obligated on demand of the lender to purchase a stated percentage of the loan and to share losses in the amount of the guaranteed percentage. Guaranteed loans afford an especially convenient medium for financing borrowers who hold subcontracts, or numerous prime contracts, or prime contracts with several contracting agencies. Funds are disbursed and collected by the lending institution, and its personnel administer the loan. Government funds are not involved except for purchases of the guaranteed portion of loans or settlement of losses. (b) Under section 302(b) of Executive Order No. 10480, pursuant to section 301(b) of the Defense Production Act of 1950, as amended, each Federal Reserve Bank is designated and authorized to act, on behalf of each guaranteeing agency, as fiscal agent of the United States in the making of contracts of guarantee and in otherwise carrying out the purposes of section 301 of the Defense Production Act of 1950, as amended, in respect of private financing institutions. Pursuant to Regulation V of the Board of Governors of the Federal Reserve System, any private financing institution may submit to the Federal Reserve Bank of its district an application for guarantee of a loan or credit. This application is in substantially standard form, as approved by the Board of Governors of the Federal Reserve System, after consultation with |