D.C. Mun. Regs. r. 27-1212
Current through Register Vol. 71, No. 24, June 14, 2024
Rule 27-1212 - NOVATION AGREEMENTS1212.1A request by a contractor to recognize a successor in interest shall be submitted in writing to the contracting officer.
1212.2When a contractor asks the District to recognize a successor in interest, the contractor shall submit to the contracting officer three (3) signed copies of the proposed novation agreement and one (1) copy of each of the following:
(a) A list of all affected contracts and purchase orders remaining unsettled between the transferor and the District showing for each the contract number and type, the name and address of the District's contracting office, the total dollar value of each contract, as amended, and the remaining unpaid balance;(b) The opinions of legal counsel for the transferor and transferee stating that the transfer was properly effected under applicable law and the effective date of the transfer;(c) Evidence of the transferee's capability to perform the contract(s);(d) The consent of sureties on all affected contracts if bonds are required, or a statement from the transferor that no bond is required; and(e) Any other documents or evidence that the contracting officer deems appropriate.1212.3The contracting officer shall determine whether it is in the best interests of the District to recognize the proposed successor in interest. The contracting officer's decision shall include a determination of responsibility for the proposed successor in accordance with chapter 22 of this title.
1212.4When it is in the best interest of the District not to concur in the transfer of a contract to another company, the original contractor shall remain under contractual obligation to the District, and the contract may be terminated for reasons of default if the original contractor does not perform.
1212.5If recognizing a successor in interest to a District contract is consistent with the best interest of the District, the responsible contracting officer shall execute a novation agreement with the transferor and the transferee.
1212.6The novation agreement shall contain the following requirements:
(a) The transferee assumes all of the transferor's obligations under the contract including those incurred in the past unless the contracting officer waives these obligations in writing after determining waiver to be in the best interest of the District;(b) That the transferor waives all rights under the contract against the District, except as otherwise provided in the novation agreement;(c) That the transferor guarantees performance of the contract by the transferee or provides a satisfactory performance bond; and(d) That nothing in the agreement shall relieve the transferor or transferee from compliance with any applicable law or regulation.1212.7Any of the requirements set forth in § 1212.6 may be waived by the contracting officer if waiver is in the best interest of the District. Each proposed waiver shall be reviewed by the Attorney General in its pre-execution review required under § 1212.8.
1212.8The Attorney General shall review a contractor's proposed novation agreement to determine its legal sufficiency before execution by the contracting officer.
1212.9The contracting officer shall forward signed copies of the executed novation agreement to the transferor and transferee and retain a signed copy in the contract file.
D.C. Mun. Regs. r. 27-1212
Final Rulemaking published at 35 DCR 1410 (February 26, 1988); as amended by Notice of Emergency and Proposed Rulemaking published at 58 DCR 9071 (September 27, 2011)[EXPIRED]; as amended by Notice of Final Rulemaking published at 58 DCR 11077, 11079 (December 23, 2011)Notice of Final Rulemaking published at 58 DCR 11077 (December 23, 2011) repealed the pre-existing chapter 12 (Contract Management and Administration) and replaced it with a new chapter 12 which included new sections.Authority: The Chief Procurement Officer of the District of Columbia (CPO), pursuant to the authority set forth in sections 204 and 1106 of the Procurement Practices Reform Act of 2010, effective April 8, 2011 (D.C. Law 18-371; D.C. Official Code §§ 2-352.04 and 2-361.06 )(2011 Repl.).