Section 8-B3059. NOVATION AND CHANGE-OF-NAME AGREEMENTS

 

3059.1The University may, when it is in its interest, recognize a third party as a successor in interest to a University contract when the third party’s interest results from the transfer of:

 

(a) All of the contractor’s assets; or

 

(b) The entire portion of the assets involved in performing the contract.

 

3059.2If a contractor wants the University to recognize and approve a successor in interest to its contracts or a name change, the contractor shall submit a written request to the CCO, and the CCO shall:

 

(a) Advise the contractor of the information necessary to evaluate the proposed agreement provided by the University for recognizing the successor in interest or the name change.

 

(b) Ensure that the proposed contractor is responsible in accordance with Section 3057.

 

(c) Consult with legal counsel in determining the legal sufficiency of the information submitted by the contractor before approving the successor in interest or name change.

 

3059.3After legal sufficiency approval, the CCO shall:

 

(a) Forward a signed copy of the executed novation agreement to the transferor and the transferee; and

 

(b) Retain a copy in the contract file.    

 

(c) Prepare a contract modification to all applicable contracts and incorporate a copy of the novation agreement.

 

(d) Distribute a copy of the modification to the transferor and the transferee.

 

3059.4A novation agreement is not necessary when there is a change in the ownership of a contractor based on the purchase of stock, with no legal change in the contracting party, and when the contracting party remains in control of the assets and is the party performing the contract.   

 

3059.5The CCO shall address and consider all issues related to the change in ownership before approving a novation agreement.

 

3059.6When it is not in the University’s interest to concur in the transfer of a contract from one company to another company, the original contractor shall remain under contractual obligation to the University, and the contractor may be terminated for default if the original contractor fails to perform.

 

3059.7The CCO shall identify and evaluate any organizational conflicts of interest before recognizing and approving a successor in interest to a University contract. 

 

3059.8The contractor shall submit any documentation required by the CCO and in a manner determined by the CCO to support the proposed novation agreement to include:

 

(a) The purchase/sale agreement between the transferor and transferee;

 

(b) A list of all affected contracts between the transferor and the University as of the date of the sale or transfer of assets;

 

(c) Detailed evidence of the transferee’s ability to perform; and

 

(d) Any other relevant information required to protect the University’s interest.

 

3059.9When recognizing a successor in interest to a University contract, the CCO shall execute a novation agreement with the transferor and transferee which shall include a statement that:

 

(a)   The transferee assumes all the transferor’s obligations under the

        contract;

 

(b)   The transferor waives all rights under the contract against the University;

 

(c)   The transferor guarantees the transferee’s performance (a performance bond may be accepted in lieu of a guarantee); and

 

(d)   Nothing in the agreement shall relieve the transferee from compliance with Federal or District law.   

 

 

authority

D.C. Official Code § 38-1202.01 (2001 ed.)

source

SOURCE: Final Rulemaking published at 57 DCR 2630 (March 26, 2010), as amended by Errata Notice published at 57 DCR 3485 (April 23, 2010).