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CAN YOU SELL A GOVERNMENT CONTRACT: ASSIGNMENT, NOVATION, CHANGE OF NAME AND ASSIGNMENT OF CLAIMS

Contractors frequently ask if they can sell or transfer (assign) their government contract to another company.  The sale or assignment of a purely commercial contract is very common and well recognized at law. But for a Government contract, there are special rules.  Although a transfer can be made through a process known as “novation,” the contract can be annulled if the rules are not carefully followed.

Commercial Contracts May Generally Be Sold: Generally, commercial contracts can be sold or transferred to a third party.  Indeed, Article 2-210 of the Uniform Commercial Code (“UCC”) explicitly permits this, by stating:

§ 2-210. Delegation of Performance; Assignment of Rights.

(1) A party may perform his duty through a delegate unless otherwise agreed [].

(2) Unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him by his contract [].

(4) An assignment of “the contract” or of “all my rights under the contract” or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him to perform those duties. [].

UCC Article 2 has been adopted by 49 states and the District of Columbia.  Only Louisiana, which has a civil law (not an English Common Law) system, has declined to adopt it.

Government Contracts May Not Be Sold Or Assigned, Except through Novation: The simple answer to the question of the assignment or sale of a government contract, is “NO.”  U.S. law prohibits it, and states that any attempted transfer or assignment will annul the contract:

General Prohibition on Transfer of Contracts . The party to whom the Federal Government gives a contract or order may not transfer the contract or order, or any interest in the contract or order, to another party. A purported transfer in violation of this subsection annuls the contract or order so far as the Federal Government is concerned, except that all rights of action for breach of contract are reserved to the Federal Government.

41 U.S.C. § 6305, known as the “Contracts Act.”  This prohibition, which is repeated in FAR 42.1204, protects the government from secret asssignments, prevents possible multiple claims and makes unnecessary the investigation of assignments. See American Gov’t Properties and Houma SSA v. United States, Fed. Cl. No. 09-153 (Aug. 28, 2014).  There are only two exceptions: (1) where the Government waives the prohbition by giving clear assent to the assignment; and (2) where the assignment occurs by operation of law (e.g., where there was corporate success through merger or consolidation).  In American Gov’t Properties, the Court held that an assignment of the contract violated the Contracts Act since there was no exception, that the contract had been annulled (voided), and that therefore, the Court had no jurisdiction because there was no contract and the Contract Disputes Act did not apply.

Furthermore, as readers know, only responsible contractors may receive contract awards, and when a contractor sells or transfer a contract, unless special provision are made for government review, the Government will have no assurance that the buyer is responsible.

Novation-the proper way to transfer a Government contract:  The FAR does provide for transfer of a contract to a third party through a process called “novation” (substitution of a new contract for an existing one, between different parties).  The government has the option (but is not required) to recognize a third party as a “successor in interest” to a Government contract only when there is a transfer of: (1) all the contractor’s assets; or (2) the entire portion of the contractor’s assets involved in performing the contract. FAR 42.1204(a).

In order to effect a novation, the contractor must carefully following the procedure in FAR 42.1204, by submitting copies of a proposed novation agreement, along with detailed information on all affected contracts, evidence of the transferee’s capability to perform, and any other relevant information requested by the contracting officer.  Certain specific documents must also be submitted (bill or sale or merger; minutes of boards of directors authorizing the transfer, copies of corporate articles, opinion of legal counsel, balance sheets, evidence of security clearances, if required, consent of sureties).  Even more important, the novation agreement must provide that:

(1)   the transferee assumes all the transferor’s obligations under the contract, and is receiving all the assets devoted to the contract

(2)   the transferor guarantees performance of the contract by the transferee (a bond may be used)

(3)   the transferor waives all rights under the government contract

(4)   Both transferor and transferee must comply with all Federal laws.

A sample novation agreement is included in the FAR, and should be used for all novations. FAR 42.1204.  REMEMBER: The novation will not take effect until approved by the Contracting Officer and the Contract is modified, in writing, to acknowledge and accept the novation.  Until that happens, the transferor must continue to perform, and all payments will be made to the contractor whose name appears on the contract.

Change of Name Only: If only a change of the contractor’s name is involved and the Government’s and contractor’s rights and obligations remain unaffected, the contractor may simply forward to the contracting officer copies of the Change of Name Agreement, a list of contracts, the State document effecting the name change, and the opinion of legal counsel.  FAR 42.1205.  Once again, this section of the FAR includes a simple “Change of Name Agreement” which can be used.  Again, this should be memorialized in a modification to the contract.

You Cannot Sell Your Government Contract Invoices:  In the commercial world, invoices can be sold or “factored” to get immediate cash flow.  A financial factor may buy your invoiced receivables at a discount.  Collecting from the customer then becomes the factor’s responsibility. You cannot “sell” or factor your government contract invoices to a third party, because the Contracts Act states “ [the contractor] may not transfer the contract or order, or any interest in the contract or order, to another party”  41 U.S.C. § 6305(a).  But there is another lawful method, outlined in the Contracts Act, and 31 U.S.C. § 3727, the Assignment of Claims Act of 1940, that permits something similar, but not identical.

Under the Assignment of Claims Act, a Government contractor may obtain financing for its contract by borrowing money from a bank or financial institution and then assigning moneys due or to become due under a contract if the assignment is made to a that bank or financial institution, the contract does not prohibit the assignment, and generally, the assignment covers all unpaid amounts payable, is made to only one party, and is not subject to any further assignment.  There is a specific procedure in FAR 32.805, which requires formal submission of the Notice of Assignment to the Contracting Officer, and an acknowledgement of that instrument of assignment by the Contracting Officer.  Once acknowledged, the assignment takes effect.

The contract must then be modified, and all future payments of invoices must be made only to the assignee.  If the Government erroneously pays the contractor, the bank or financing institution may bring a suit against the government to recover any contract payment made to the contractor. Produce Factors Corp. v. United States, 467 F.2d 1343, 1349 (Ct.Cl.1972). An erroneous payment made by the Government is no bar to the rightful claimant, the assignee bank. Central Nat’l Bank v. United States, 91 F.Supp. 738, 741 (Ct.Cl.1950) (citation omitted).

Summary:  While commercial contracts may be sold or assigned to a third party, Government Contracts may not be.   However, government contracts may be transferred through novation, where the government gives its formal written approval after submission of specific information and assurances.  A simple change of the contractor’s name does not require a novation.  Finally, although government contractors may not “sell” their invoices, they may obtain loans from financial institutions and assign the proceeds of the contract to the financial institution granting the loan.

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  • Title 48 —Federal Acquisition Regulations System
  • Chapter 1 —Federal Acquisition Regulation
  • Subchapter H —Clauses and Forms
  • Part 52 —Solicitation Provisions and Contract Clauses
  • Subpart 52.2 —Text of Provisions and Clauses

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40 U.S.C. 121(c) ; 10 U.S.C. chapter 4 and 10 U.S.C. chapter 137 legacy provisions (see 10 U.S.C. 3016 ); and 51 U.S.C. 20113 .

48 FR 42478 , Sept. 19, 1983, unless otherwise noted.

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52.232-23 Assignment of Claims.

As prescribed in 32.806(a)(1), insert the following clause:

Assignment of Claims (MAY 2014)

(a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 3727 , 41 U.S.C. 6305 (hereafter referred to as the Act ), may assign its rights to be paid amounts due or to become due as a result of the performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency. The assignee under such an assignment may thereafter further assign or reassign its right under the original assignment to any type of financing institution described in the preceding sentence.

(b) Any assignment or reassignment authorized under the Act and this clause shall cover all unpaid amounts payable under this contract, and shall not be made to more than one party, except that an assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in the financing of this contract.

(c) The Contractor shall not furnish or disclose to any assignee under this contract any classified document (including this contract) or information related to work under this contract until the Contracting Officer authorizes such action in writing.

(End of clause)

Alternate I (APR 1984). If a no-setoff commitment is to be included in the contract (see 32.801 and 32.803(d)), add the following sentence at the end of paragraph (a) of the basic clause:

Unless otherwise stated in this contract, payments to an assignee of any amounts due or to become due under this contract shall not, to the extent specified in the Act, be subject to reduction or setoff.

[ 48 FR 42478 , Sept. 19, 1983, as amended at 51 FR 2667 , Jan. 17, 1986; 79 FR 24223 , Apr. 29, 2014]

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What Is a Factoring Notice of Assignment?

If you have already worked with a factoring company, then you have probably heard the term Notice of Assignment (NOA) before. There can be so much paperwork involved with the operation of a small business these days. It can be hard to keep up with the times and know what everything is. 

For example, a notice of assignment (NOA) is actually a very common document utilized in the trucking industry. It’s ideal for companies using a factoring transaction service because a factoring fee will pay them on the load in advance.

From there, the factoring company will be responsible for collecting payment for the service from the customer. Today, we will be taking a deeper look into the Notice of Assignment to better understand the importance of NOAs and why we need them. 

TAFS is More than Freight Factoring

How does an noa work.

Once a factoring company has paid the client for the load, it is important that the debtor knows that the money they owe is now due to another party. This official notification is delivered via a Notice of Assignment. It will be sent out to the debtor as a way of informing them that their payments must now be remitted to the factoring company instead of the carrier. 

Why is an NOA Important?

An NOA is a legal document that acts as a way of notifying the debtor about who they need to pay. When a carrier works with a factoring company, the TAFs Factoring carrier will be paid in advance by the factoring company, so it is important that the debtor is informed of the presence of the third party that will now be managing that company’s accounts receivable (AR). 

An NOA can also ensure that the debtor understands there’s a third party that will be collecting payments from them on behalf of the carrier. Notifying the debtor of this change will make it more likely to avoid payments being sent to the wrong party as well as conflicts and violations of the factoring client agreement.

What Is Covered in an NOA?

In a standard Notice of Assignment, you will find legal forms stating that the assignment of accounts receivable of the business has been assigned to a third-party provider. As such, payments are now payable directly to them. 

The NOA will include an updated address of the third party so that the debtor knows where to send any future payments, as well as the third party’s phone number and a statement letting the customer know that he or she will be held liable in the event of a misdirected payment. 

Will Factoring Affect My Work With My Client?

Working with a factoring company should not negatively impact any work that you do for your clients. The truth is that factoring is extremely common these days and in the larger picture, most business owners work with some form of a lender. 

What you can do on a personal level to avoid any confusion or worry is to simply assure your customers that invoice factoring will not affect the service you are providing to them and they can continue to expect the same level of service and attention in working with you. 

What Will Customers Think When They Receive an NOA?

Nowadays, a large percentage of companies use factoring or some sort of third-party financing option to help keep their operations flowing smoothly from one invoice payout to the next. This is often a display of good business management and dependability in the eyes of your clients. By taking control of your company’s finances, you’re letting them know that you are serious about your business and you plan to be around for years to come.

Is There a Financing Option That Will Not Send an NOA?

Select factoring companies may offer what is known as a non-notification factoring plan in which a conventional deed of assignment is not used. This plan is not often used because it leads to unnecessary confusion, which often results in payments being sent to the wrong party. 

This happens because no matter what, the debtor is still required to mail the payment to the factoring company, but instead of an NOA being issued and making this clear, the company’s letterhead is included. 

Example of an NOA

An NOA is often used in circumstances where a trucking company is utilizing a factoring company to manage their receivable financing for them. The Notice of Assignment is sent to the debtor with clear notification that the accounts receivable of the company they are doing business with are being managed by a third party.

It will properly advise the remittance address for their payments moving forward. With this official notice being received it is now up to the debtor to comply and update their system to make sure payments are processed to the correct party. 

4 Things To Consider When Factoring 

If you are going to use a factoring company here are some things you may want to consider regarding the NOA. 

Responsibility

The responsibility lies with both the carrier and the factoring company. The factoring company will send NOAs to many debtors but it is hard for a factoring company to know every customer a carrier has or will work with. For this reason, the responsibility also falls on the carrier as well to notify all of their customers of the new payment conditions. 

Requirements

The Notice of Assignment is required to be sent out so that the customer is fully aware of who they are legally obligated to pay. Without this notice, many payments would be sent to the incorrect party causing many issues that would deeply complicate the process.

If the trucking company accepts payment from the customer when it should have gone to the factoring company, the trucking company would be in violation of the contract and could be assessed additional fees or charged with fraud. 

Being notified of a factoring company being used is not a bad thing. Utilizing a f actoring company allows the carrier the ability to maintain operations within the windows of payment terms on the loads which may not pay out for 30 days or 60 days. In some cases, it might even be 90 days. 

Most factoring company contracts require carriers to submit every single invoice to minimize the likelihood of causing confusion. If the debtor has to change who they pay for different invoices, the odds are that errors will occur and payment will be sent to the wrong place. That is also why debtors don’t change who they pay after receiving an NOA unless they have an official release letter from the factoring company. This is a red flag for a carrier trying to commit fraud.  

Receiving an NOA Is Actually a Good Thing

In conclusion, we now know that receiving an NOA will inform the recipient that the carrier they used is collecting money via a factoring company or other third-party business. As such, they will not be managing their accounts receivable. This means they are taking their business seriously and making moves to ensure their company will be around for years to come, and with the ability to grow and expand.

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8 benefits of fleet management software, how task automation is enhancing fleet management , how to implement a fleet safety program, best team driving companies.

FreightWaves Ratings reference a list of approved sources for use of research to support editorial research and drafting. These include the Federal Motor Carrier Safety Administration , U.S Department of Transportation , Better Business Bureau® , International Fuel Tax Association, Inc , Federal Highway Administration , additional Federal, State, and Local government websites, internal data compiling, original research, and commentary from industry experts.

As one of the industry leaders, TAFS assists trucking companies to increase cash flow with some of the lowest factoring rates in the industry and a 1-hour advance option.

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Government Contract Novation Vs Assignment of Contract & FAR 42.1204 Novation Clause

Assignment of Contract Clause and Government Novation Agreement Business Sales FAR 42.1204

All should be aware that the contracting officer does not have to approve every assignment of contract transactions under the FAR 42.1204 contract novation clause .

  • Avoid the costly mistake of assuming that the government must approve all novations.
  • If done improperly, contractors can be found in breach of contract terms and can even face suspension or debarment .

Novation Agreement FAR 42.1204 Definition

In federal government contracting,  developing a novation can be somewhat unique because depending on the facts of each case, the original parties may still be responsible for performance to the government.  Whereas, in the commercial sector, the contract novation definition means that a new party to the contract essential substitutes the original party. In other words in the commercial sector, the original party’s obligation is discharged and substitution of an original party to a contract with a new party, or substitution of an original contract with a new contract.

Federal Government Contract Novation vs Assignment of Contract

Business Asset Purchase Agreement and Contract Assignment  Clause Issues

What is the difference between assignment and novation? Simply executing a business asset purchase agreement and a signed novation contact agreement  when buying or selling a business is not the end of the legal analysis when there is a government contract involved.  The contracting officer must approve the assignment of government contracts and or novation agreement . Your novation letter should address critical issues that answer the contracting officer’s concerns about the risk of performance. Novating government contracts is all about minimizing the risk to the agency.

In one case , SBA OHA ignored the argument that when novating a contract, its purchase and sale contract with the buyer had the legal effect of divesting the seller of any control over the current contracts. In that case, there was no formally approved novation agreement FAR contract. As a result, the whole transaction went to waste because the parties lacked a full understanding of the rules. A Government contract may not be automatically transferred to a third party. See 41 USC 15.

  • In government contracting, if there is a performance problem, for example in construction, and a termination for default is an issue, or the surety is called upon for obligations under a performance bond, then the original party may not necessarily be discharged.
  • Assignment of government contracts decisions, when there is a purchase and sale agreement involving a company that has existing government contracts, should be met with caution.

On the issue of contract novation vs assignment , although the FAR 42.1204 assignment novation clause allows the buying and selling parties to execute a novation vs assignment agreement due to an asset purchase or stock sale, companies should still assess legal issues related to violation of SBA small business size standards. 

  • Companies should always keep the agency involved from the beginning of the process to the end.

41 USC 6305 – Contract Assignment Clause – Prohibition on transfer of contract and certain allowable assignments

Under the federal contract assignment clauses, when there are business sales that involve government contracts, the purchase and sale agreement suggests that the contracts would be transferred to the buyer either through a business asset purchase agreement sale or stock sale.

However, the reality is that although FAR 42.1204 allows for a novation of contract agreement, the contracting officer is not obligated to approve it.  A federal government contracting agency, only when it determines it to be in its interest, may accept a third party as the successor in interest when the third party’s interest in the contract arises out of the transfer of all of the contractor’s assets or the entire portion of the contractor’s assets involved in performing the contract. FAR 42.1204 (a). See also How Do Federal Government Contractors Deal With COVID-19 Problems ?

  • The contracting officer is not forced to approve the  FAR novation clause language if the transaction is not in the government’s best interest.
  • If the government declines to novate a contract, the original contractor is still responsible for performance. FAR 42.1204 (c) contract novation clause.
  • If the assignment of contract is not recognized by the contracting officer, and the original contractor does not perform, the original contractor can be terminated for default.

Potential SBA Size Standard Violations

When assessing government novation contract law rules, the SBA found in one case that since there was no approved assignment of the contract through an approved government novation agreement, the two businesses were deemed affiliated through the identity of interest rule.

On appeal, OHA found that since there was no formal contract novation, the seller was still responsible for the contract performance, and both companies were in the same line of business. In that case, the SBA also found that there was no clear fracture between the buyer and seller. The two businesses were therefore also affiliated with the newly organized concern rule.

Help With Government Contracting Companies for Sale

Oftentimes, buyers and sellers do not understand the complex regulations involved with government contracting companies for sale. Not only are novation agreements a potential issue, the due diligence needed and the ability to address buyers’ other business relationships that can impact their small business size status can be a huge problem. Contact Theodore Watson at 720.941.7200 for immediate help.

Legal Issues Regarding Novation Vs Assignment 

Assignment vs novation. Know the difference: There are several legal issues that arise under federal contract novation agreement FAR law during the purchase and business sales, assignment and transfer of federal contracts when government contracts are involved.  Common issues that occur with the assignment novation clause terms include: (1) whether the seller is simply trying to sell the contract with no real assets, (2) how to structure the asset purchase agreement and whether wait for contracting officer novation approval first and (3) to what degree does the contracting officer have to approve the novation. The first step is to be proactive in the early stages of the asset purchase or stock sale process.

Having the right contract clauses in the sales agreement is critical in the event that the contracting officer does not approve the contract novation. Other issues with novating a contract include the buyer maintaining its small business status in the event of recertification or option year decisions. Find out more about Signs of Being Under Investigation (Federal)

For additional questions about what is the difference between assignment and novation for federal contractors buying and selling a business that includes an assignment and FAR novation agreement or assignment of contract issues under FAR 42.1204 novation clause, or need help with government contracting companies for sale, call Watson & Associates’ government  contract novation law lawyers for immediate help. Call 1-866-601-5518. FREE INITIAL CONSULTATION.

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48 CFR § 32.800 - Scope of subpart.

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This subpart prescribes policies and procedures for the assignment of claims under the Assignment of Claims Act of 1940 , as amended, ( 31 U.S.C. 3727 , 41 U.S.C. 6305 ) (hereafter referred to as the Act ).

  • Assignment of Claims Act of 1940

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FAR Notice of Assignments

  • October 26, 2006

When a factoring company finances your government contracts, be aware of the NOTICE OF ASSIGNMENT. If you are the PRIME contractor (billing the government directly) and have an FAR (Federal Acquisition Regulation) contract then you need to have the contract amended to put the NOA in place. Contract regulations require that in order for payments to be made to a third party  the lender, there must be an assignment in place that sets the proceeds of the contract to that third party(the factoring company). This does not include Sub-contractors who bill their commercial customer who then bills the government. It also does not include city and state government contracts.

The NOA is typical paperwork and factors can prepare them, but you should let your contract officer know right away that your plans will involve securing outside financing. The contract officer has to sign off on the NOA and by giving them a heads up you won’t get bogged down waiting for the paperwork to go through proper channels. The actual content of the NOA is standard so there are no legal hurdles to jump.

Remember the Notice of Assignment, and make plans for it sooner than later.

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What is a notice of assignment?

An assignment takes place when one party is holding a right to property, claims, bills, lease, etc., of another party and wishes to pass it along (or sell it) to a third party. As complicated as that sounds, it really isn’t. Strangely enough, many assignments can be made under the law without immediately informing, or obtaining the permission, of the personal obligated to perform under the contract. An example of this is when your mortgage is sold to another mortgage company. The original mortgage company may not inform you for several weeks, and they certainly aren’t going to ask your permission to make the sale.

If a person obligated to perform has received notice of the assignment and still insists on paying the initial assignor, the person will still be obligated to pay the new assignee according to the agreement. If the obligated party has not yet been informed of the assignment and pays the original note holder (assignor), the assignor is obligated to turn those funds over to the new assignee. But, what are the remedies if this doesn’t take place? Actually, the new assignee may find themselves in a difficult position if the assignor simply takes off with their funds or payment. They are limited to taking action against the person they bought the note from (assignor) and cannot hold the obligator liable. Therefore, it is important to remember that if any note or obligation is assigned to another party, each party should be well aware of their responsibilities in the transaction and uphold them according to the laws of their state. Assignment forms should be well thought out and written in a manner which prevents the failure of one party against another.

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Federal Acquisition Regulation; Federal Acquisition Circular 2024-06; Introduction

A Rule by the Defense Department , the General Services Administration , and the National Aeronautics and Space Administration on 07/30/2024

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FOR FURTHER INFORMATION CONTACT:

Supplementary information:, item i—reverse auction guidance (far case 2015-038), item ii—protests of orders set aside for small business (far case 2021-009), item iii—limitation of authority regarding extraordinary contractual actions (far case 2023-007), item iv—technical amendments, enhanced content - submit public comment.

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This PDF is the current document as it appeared on Public Inspection on 07/29/2024 at 8:45 am. It was viewed 0 times while on Public Inspection.

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

Summary presentation of final rules.

This document summarizes the Federal Acquisition Regulation (FAR) rules agreed to by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) in this Federal Acquisition Circular (FAC) 2024-06. A companion document, the Small Entity Compliance Guide (SECG), follows this FAC.

For effective dates see the separate documents, which follow.

The analyst whose name appears in the table below in relation to the FAR case. For information pertaining to status or publication schedules, contact the Regulatory Secretariat Division at 202-501-4755 or [email protected] .

Rules Listed in FAC 2024-06

ItemSubjectFAR caseAnalyst
IReverse Auction Guidance2015-038Jackson.
IIProtests of Orders Set Aside for Small Business2021-009Bowman.
IIILimitation of Authority Regarding Extraordinary Contractual Actions2023-007Jones.
IVTechnical Amendments

The FAC, including the SECG, is available at https://www.regulations.gov .

Summaries for each FAR rule follow. For the actual revisions and/or amendments made by these FAR rules, refer to the specific item numbers and subjects set forth in the documents following these item summaries. FAC 2024-06 amends the FAR as follows:

This final rule amends the FAR to provide guidance on the use of reverse auctions. When participating in a reverse auction, offerors see competing offerors' price(s), without disclosure of the competing offerors' identities, and have the opportunity to submit lower priced offers until the close of the auction. Agencies may use reverse auctions to obtain competitive prices for an acquisition. The rule is intended to address concerns identified in two Government Accountability Office reports and an Office of Federal Procurement Policy memorandum. The final rule provides guidance for contracting officers on the appropriate use of reverse auctions and ensures reverse auction service providers are given the Government's access, use, disclosure, and disposition requirements for Government data and Government-related data. The final rule is not expected to have a significant economic impact on a substantial number of small entities because the rule will not impact an entity's participation in a reverse auction.

This final rule amends the FAR to update and clarify requirements associated with size and socioeconomic status protests in connection with multiple-award contract set-asides and reserves and orders placed under multiple-award contracts, except for orders and blanket purchase agreements placed under a Federal Supply Schedule contract in accordance with FAR 8.405.

This final rule amends the FAR to increase the Congressional committee notification threshold at FAR 50.102-3(b)(4) to $150 million. This change will reflect the new threshold in 50 U.S.C. 1431 .

Administrative changes are made at FAR 2.101, 11.602, 17.104, 19.202-1, 19.702, 23.301, 25.403, 25.701, 52.207-6, 52.213-4, 52.223-11, 52.223-21, 52.244-5, 52.246-26, and 53.236-2.

William F. Clark,

Director, Office of Government-wide Acquisition Policy, Office of Acquisition Policy, Office of Government-wide Policy.

Federal Acquisition Circular (FAC) 2024-06 is issued under the authority of the Secretary of Defense, the Administrator of General Services, and the Administrator of National Aeronautics and Space Administration.

Unless otherwise specified, all Federal Acquisition Regulation (FAR) and other directive material contained in FAC 2024-06 is effective July 30, 2024 except for Items I through IV, which are effective August 29, 2024.

John M. Tenaglia,

Principal Director, Defense Pricing and Contracting, Department of Defense.

Jeffrey A. Koses, Senior Procurement Executive/Deputy CAO, Office of Acquisition Policy, U.S. General Services Administration.

Karla Smith Jackson,

Assistant Administrator for Procurement, Senior Procurement Executive/Deputy CAO, National Aeronautics and Space Administration.

[ FR Doc. 2024-16286 Filed 7-29-24; 8:45 am]

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Publication of FAC 2024-06

Federal Acquisition Circular (FAC) 2024-06 was published in the Federal Register today, July 30, 2024.

The list of documents included in this FAC are as follows:

  • Introduction ; 
  • FAR Case 2015-038, Reverse Auction Guidance , Final Rule, Effective: August 29, 2024;
  • FAR Case 2021-009, Protests of Orders Set Aside for Small Business , Final Rule, Effective: August 29, 2024;
  • FAR Case 2023-007, Limitation of Authority Regarding Extraordinary Contractual Actions , Final Rule, Effective: August 29, 2024;
  • Technical Amendment , Final Rule, Effective: August 29, 2024;  
  • Small Entity Compliance Guide (SECG) .

To view and download the latest version of the FAR, please visit https://www.acquisition.gov/browse/index/far .

Don't hesitate to get in touch with us at [email protected] if you have any questions.

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IMAGES

  1. FREE 11+ Notice of Assignment Samples in PDF

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COMMENTS

  1. 32.805 Procedure.

    The true copy shall be a certified duplicate or photostat copy of the original assignment. (c) Format for notice of assignment. The following is a suggested format for use by an assignee in providing the notice of assignment required by 32.802(e). Notice of Assignment. To: _____ [Address to one of the parties specified in 32.802(e)].

  2. Subpart 32.8

    32.806 Contract clauses. (a) (1) The contracting officer shall insert the clause at 52.232-23, Assignment of Claims, in solicitations and contracts expected to exceed the micro-purchase threshold, unless the contract will prohibit the assignment of claims (see 32.803 (b)). The use of the clause is not required for purchase orders.

  3. 52.232-23 Assignment of Claims.

    As prescribed in 32.806 (a) (1), insert the following clause: Assignment of Claims (May 2014) (a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C.3727, 41 U.S.C.6305 (hereafter referred to as "the Act"), may assign its rights to be paid amounts due or to become due as a result of the performance of this contract to a ...

  4. Can You Sell a Government Contract: Assignment, Novation, Change of

    There is a specific procedure in FAR 32.805, which requires formal submission of the Notice of Assignment to the Contracting Officer, and an acknowledgement of that instrument of assignment by the Contracting Officer. Once acknowledged, the assignment takes effect.

  5. 48 CFR Part 32 Subpart 32.8 -- Assignment of Claims

    32.803 Policies. ( a) Any assignment of claims that has been made under the Act to any type of financing institution listed in 32.802 (b) may thereafter be further assigned and reassigned to any such institution if the conditions in 32.802 (d) and (e) continue to be met. ( b) A contract may prohibit the assignment of claims if the agency ...

  6. 48 CFR § 32.805

    The assignee shall forward to each party specified in 32.802(e) an original and three copies of the notice of assignment, together with one true copy of the instrument of assignment. The true copy shall be a certified duplicate or photostat copy of the original assignment. (c) Format for notice of assignment.

  7. PDF Contract Administration Activity 39: Assignment of Claims

    FAR 32.802 Conditions [assignment of claims]. FAR 32.805 Procedure [assignment of claims]. reassignment; Document information related to the assignment of claims in the contract file. Normally, this should include a: Copy of the notice of assignment, further assignment or True copy of the assignment, further assignment, or

  8. PDF Subpart 32.8—Assignment of Claims

    Federal Acquisition Regulation 32.803 (c) The contracting officer shall in-sert the clause at 52.232-22, Limitation ... time notice of the assignment was re-ceived even though that liability had not yet matured so as to be due and payable. [48 FR 42328, Sept. 19, 1983, as amended at 60 ...

  9. PDF Subpart 232.8—Assignment of Claims

    Defense Federal Acquisition Regulation Supplement Part 232 —Contract Financing 1998 EDITION 232.8-1 SUBPART 232.8--ASSIGNMENT OF CLAIMS (Revised October 29, 2021) 232.803 Policies. (b) Only contracts for personal services may prohibit the assignment of claims. (d) Pursuant to 41 U.S.C. 6305, and in accordance with Presidential delegation

  10. Assignment of Claims. (FAR 52.232-23)

    52.232-23 Assignment of Claims. As prescribed in 32.806 (a) (1), insert the following clause: (a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 3727, 41 U.S.C. 6305 (hereafter referred to as the Act ), may assign its rights to be paid amounts due or to become due as a result of the performance of this contract to a ...

  11. What is a Notice of Assignment? (Invoice Factoring)

    A Notice of Assignment (NOA) is a document that factoring companies send to the end-customers of their clients. This document informs end-customers of the factoring financing relationship. Clients usually have some concerns when they learn that a factor will notify their customers. This article addresses these concerns and explains how the NOA ...

  12. 32.802 Conditions.

    32.802 Conditions. Under the Assignment of Claims Act, a contractor may assign moneys due or to become due under a contract if all the following conditions are met: (a) The contract specifies payments aggregating $1,000 or more. (b) The assignment is made to a bank, trust company, or other financing institution, including any Federal lending ...

  13. PDF Recommendation 33: Update the Assignment of Claims processes under FAR

    The regulation requires four hardcopies of the assignment document to be submitted: Filing. The assignee shall forward to each party specified in 32.802(e) an original and three copies of the notice of assignment, together with one true copy of the instrument of assignment. The true copy shall be a certified duplicate or photostat copy of the ...

  14. What Is a Factoring Notice of Assignment?

    The Notice of Assignment is required to be sent out so that the customer is fully aware of who they are legally obligated to pay. Without this notice, many payments would be sent to the incorrect party causing many issues that would deeply complicate the process. If the trucking company accepts payment from the customer when it should have gone ...

  15. PDF Volume 10: Chapter 3: Claims

    until the contracting office determines the status and validity of the assignment. See . FAR 16.1. for information concerning contract types. 030205. A notice of assignment will not be acknowledged based solely on a basic ordering agreement because the basic ordering agreement is not a contract between the government and contractor.

  16. 48 CFR § 32.802

    Under the Assignment of Claims Act, a contractor may assign moneys due or to become due under a contract if all the following conditions are met: (a) The contract specifies payments aggregating $1,000 or more. (b) The assignment is made to a bank, trust company, or other financing institution, including any Federal lending agency. (c) The contract does not prohibit the assignment.

  17. FAR 42.1204 Novation Clause vs Assignment of Contract

    FAR 42.1204 (c) contract novation clause. If the assignment of contract is not recognized by the contracting officer, and the original contractor does not perform, the original contractor can be terminated for default. Potential SBA Size Standard Violations. When assessing government novation contract law rules, the SBA found in one case that ...

  18. 32.800

    CHAPTER 1—FEDERAL ACQUISITION REGULATION; SUBCHAPTER E—GENERAL CONTRACTING REQUIREMENTS; PART 32—CONTRACT FINANCING; Subpart 32.8—Assignment of Claims ... 32.800 Scope of subpart. This subpart prescribes policies and procedures for the assignment of claims under the Assignment of Claims Act of 1940, as amended, (31 U.S.C. 3727, 41 U.S.C ...

  19. Subpart 232.8

    232.806 Contract clauses. (a) (1) Use the clause at 252.232-7008, Assignment of Claims (Overseas), instead of the clause at FAR 52.232-23, Assignment of Claims, in solicitations and contracts when contract performance will be in a foreign country. (2) Use Alternate I with the clause at FAR 52.232-23, Assignment of Claims, unless otherwise ...

  20. FAR Notice of Assignments

    When a factoring company finances your government contracts, be aware of the NOTICE OF ASSIGNMENT. If you are the PRIME contractor (billing the government directly) and have an FAR (Federal Acquisition Regulation) contract then you need to have the contract amended to put the NOA in place.

  21. What is a notice of assignment?

    An assignment takes place when one party is holding a right to property, claims, bills, lease, etc., of another party and wishes to pass it along (or sell it) to a third party. As complicated as that sounds, it really isn't. Strangely enough, many assignments can be made under the law without immediately informing, or obtaining the permission,… Read More »

  22. 49.108-8 Assignment of rights under subcontracts

    49.108-8 Assignment of rights under subcontracts. (a) The termination for convenience clauses in 52.249, except the short-form clauses, obligate the prime contractor to assign to the Government, as directed by the TCO, all rights, titles, and interest under any subcontract terminated because of termination of the prime contract.

  23. SUBPART 232.8 ASSIGNMENT OF CLAIMS

    232.806 Contract clauses. (a) (1) Use the clause at 252.232-7008, Assignment of Claims (Overseas), instead of the clause at FAR 52.232-23, Assignment of Claims, in solicitations and contracts when contract performance will be in a foreign country. (2) Use Alternate I with the clause at FAR 52.232-23, Assignment of Claims, unless otherwise ...

  24. Federal Acquisition Regulation; Federal Acquisition Circular 2024-06

    Only official editions of the Federal Register provide legal notice of publication to the public and judicial notice to the courts under 44 U.S.C. 1503 & 1507. Learn more ... This document summarizes the Federal Acquisition Regulation (FAR) rules agreed to by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations ...

  25. Publication of FAC 2024-06

    FAR Case 2015-038, Reverse Auction Guidance, Final Rule, Effective: August 29, 2024; FAR Case 2021-009, Protests of Orders Set Aside for Small Business , Final Rule, Effective: August 29, 2024; FAR Case 2023-007, Limitation of Authority Regarding Extraordinary Contractual Actions , Final Rule, Effective: August 29, 2024;