52.204-20 Predecessor of Offeror
Source: FAR 52.204-20 on acquisition.gov
Offerors must disclose if they are successors to entities that held federal contracts or grants in the past three years, providing specific predecessor information to ensure transparency and accountability.
Overview
FAR 52.204-20, "Predecessor of Offeror," requires offerors to disclose whether they are successors to any entities (predecessors) that held a federal contract or grant within the past three years. This provision is designed to provide transparency regarding organizational changes, such as mergers or acquisitions, that may affect the offeror's responsibility or performance history. Offerors must provide specific information about any such predecessor, including the CAGE code and legal name, to help the government assess risk and ensure continuity in contract oversight.
Key Rules
- Disclosure Requirement
- Offerors must indicate if they are a successor to a predecessor entity that held a federal contract or grant within the last three years.
- Predecessor Information
- If the offeror is a successor, they must provide the predecessor's CAGE code (or mark "Unknown") and legal name for each relevant predecessor.
- Definitions
- The provision defines key terms such as "CAGE code," "predecessor," and "successor" to clarify reporting obligations and ensure consistent interpretation.
Responsibilities
- Contracting Officers: Must ensure the provision is included in solicitations as prescribed and review offeror disclosures for compliance and risk assessment.
- Contractors (Offerors): Must accurately disclose predecessor information if applicable and ensure all required data is provided.
- Agencies: Use the information to evaluate offeror responsibility and track performance history across organizational changes.
Practical Implications
- This provision helps prevent offerors from obscuring past performance or responsibility issues by changing organizational structure. It ensures transparency in federal contracting and supports due diligence in responsibility determinations. Common pitfalls include failing to disclose relevant predecessor information or providing incomplete data, which can delay or jeopardize contract awards.
As prescribed in 4.1804(d), insert the following provision:
Predecessor of Offeror (Aug 2020)
(a) Definitions. As used in this provision–
Commercial and Government Entity (CAGE) code means–
(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity by unique location; or
(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.
Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor.
Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term "successor" does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.
(b) The Offeror represents that it □ is or □ is not a successor to a predecessor that held a Federal contract or grant within the last three years.
(c) If the Offeror has indicated "is" in paragraph (b) of this provision, enter the following information for all predecessors that held a Federal contract or grant within the last three years (if more than one predecessor, list in reverse chronological order):
Predecessor CAGE code:____________ (or mark "Unknown").
Predecessor legal name: ____________.
(Do not use a "doing business as" name).
(End of provision)