COMMENTS ON PROPOSED CHANGES TO FAR PART 34 – MAJOR SYSTEM ACQUISITION Submitted By: Name: [Name] Company: [Company Name] Email: [Email Address] Address: [Full Address] Company Description: [Company Description] EXECUTIVE SUMMARY I submit these comments regarding the proposed changes to FAR Part 34 – Major System Acquisition. While seemingly aimed at providing flexibility for large programs, this overhaul will inflict significant harm on the small business industrial base. The Revolutionary FAR Overhaul (RFO) removes the standardized, government-led program management framework—most notably the requirement for Earned Value Management Systems (EVMS) to comply with industry-standard EIA-748—that created a predictable environment for all stakeholders. By eliminating the structured development phases that provided entry points for small businesses and gutting oversight requirements, the RFO creates chaos for small firms serving as subcontractors on major systems. This does not reduce burdens; it multiplies them by allowing each prime contractor to impose unique, proprietary compliance regimes on their suppliers, ultimately increasing costs and risk for the taxpayer. KEY ISSUES IMPACTING SMALL BUSINESSES A. Removal of Standardized EVMS Requirements Creates Compliance Chaos While the overhauled FAR Part 34 maintains the requirement for an EVMS in Section 34.201(a), it eliminates the critical requirement for compliance with the industry-standard Electronic Industries Alliance Standard 748 (EIA-748). The original FAR 34.201(b) and 34.005-2(b)(6) explicitly required EVMS compliance with EIA-748, providing a common framework understood across the industry. This removal doesn't eliminate EVMS; it fragments it. Without a common federal standard, each prime contractor will implement their own interpretation of what constitutes an "adequate" EVMS. Small businesses that serve as subcontractors to multiple primes will be forced to learn, implement, and maintain multiple, incompatible management systems—dramatically increasing overhead costs. The overhauled FAR 34.201(c) still states that "EVMS requirements apply to subcontractors using the same rules as applied to the prime contractor," but without standardization, these "same rules" will differ for every prime. Result: Small business subcontractors face an impossible compliance environment, forced to navigate a patchwork of proprietary and arbitrary management systems that drain resources and serve as barriers to competition. B. Gutting of Integrated Baseline Review Requirements Increases Program Risk The overhaul reduces the Integrated Baseline Review requirements from detailed, substantive oversight to a single sentence in Section 34.202: "When an EVMS is required, the agency will conduct an Integrated Baseline Review." The original FAR 34.202 provided extensive detail, including: - Five specific elements that must be assessed (technical plan viability, schedule adequacy, Performance Measurement Baseline realism, resource availability, and management process effectiveness) - Clear statement of purpose to verify "technical content and realism of the related performance budgets" - Requirements for timing and conduct according to agency procedures - Provisions for pre-award IBR cost reimbursement This evisceration of IBR requirements leaves small business subcontractors vulnerable. IBRs are essential tools for verifying that programs are based on sound, executable plans before significant funds are committed. Small businesses are uniquely vulnerable to program instability, as they are often first to suffer from cascading effects of poorly planned programs—facing stop-work orders, contract changes, and payment delays when prime contractors' baselines prove unworkable. Result: Small businesses are exposed to greater financial and performance risk, locked into subcontracts on major programs that may lack properly vetted performance baselines, increasing the likelihood of disputes and financial losses. C. Elimination of Structured Development Phases Blocks Small Business Entry The RFO completely eliminates FAR Sections 34.005-3 through 34.005-6, which established structured phases for major systems acquisition: - Concept exploration contracts (34.005-3) that allowed for "relatively short periods, at planned dollar levels" - Demonstration contracts (34.005-4) - Full-scale development contracts (34.005-5) - Full production (34.005-6) These phased approaches provided critical entry points for innovative small businesses to demonstrate capabilities at lower risk levels before competing for full production. The structured approach allowed small firms to build past performance and relationships incrementally. Without these provisions, major systems acquisition becomes an all-or-nothing proposition that inherently favors large, established contractors with existing relationships and infrastructure. Result: The industrial base for major systems becomes more rigid and exclusionary, eliminating the on-ramps that allowed emerging small businesses to gradually build capabilities and compete in major programs. D. Deletion of Competition and Innovation Protections The overhauled FAR Part 34 eliminates critical policy statements and requirements that protected competition and innovation: 1. Complete removal of FAR 34.002 Policy section that emphasized agencies must "promote innovation and full and open competition" and "sustain effective competition between alternative system concepts and sources for as long as it is beneficial" 2. Deletion of FAR 34.005-2(a)(1) requirement for "widest practicable dissemination" of opportunities, which specifically mentioned "smaller and newer firms" 3. Removal of FAR 34.005-2(b)(5) requirement that solicitations "clearly state that each offeror is free to propose its own technical approach, main design features, subsystems, and alternatives" These deletions signal a retreat from competition and innovation in major systems acquisition, removing explicit protections that ensured small businesses could propose alternative solutions and compete against established approaches. Result: Major systems acquisition becomes less transparent, less competitive, and less innovative, with reduced opportunities for small businesses to offer disruptive technologies or novel approaches. E. Creation of New Barriers Through Proprietary Systems Without common federal standards for program management, large prime contractors will inevitably default to their own legacy internal systems. These systems are often complex, expensive, and designed to integrate with established supplier networks. A new, innovative small business seeking to break into the supply chain will face steep integration costs that have nothing to do with the quality of their technology or service. The original FAR's requirement for government-specified standards like EIA-748 created a level playing field where all participants understood the rules. The new regime allows each prime to become its own regulator, setting unique requirements that favor their incumbent suppliers. Result: Privatization of compliance standards creates insurmountable barriers to entry, as small businesses cannot afford the unique integration costs required by each prime contractor's proprietary systems. F. Procedural Breakdown and Violation of Lawful Rulemaking While the FAR Council has published these changes for comment, implementation through rolling class deviations creates de facto adoption before final rulemaking is complete. Agencies are already operating under these deviations, forcing small businesses to navigate two parallel regulatory regimes. This "adopt first, finalize later" methodology undermines notice-and-comment rulemaking by making the revised system the status quo before stakeholder input is fully considered. Result: Small businesses must simultaneously comply with both existing FAR requirements and agency deviations implementing proposed changes, creating an impossible and costly compliance environment. IMPACT ON SMALL BUSINESS COMPETITION The revisions to FAR Part 34 represent a fundamental restructuring that disadvantages the most innovative and agile segment of the defense industrial base: small business subcontractors. By removing standardized requirements, eliminating structured development phases, and deleting competition protections, the RFO creates a system where: - Every prime contractor imposes different compliance requirements - Entry barriers for new competitors are dramatically increased - Program risk is shifted disproportionately to small subcontractors - Innovation is stifled by removing alternative approach protections - Transparency in major acquisitions is reduced This will accelerate industrial base consolidation, reduce innovation, increase program costs, and ultimately fail to deliver better value for the taxpayer. The promise of "flexibility" masks the reality of chaos for small businesses that must now navigate multiple, conflicting, and constantly changing requirements. G. Federal Court Confirms Executive Order Does Not Authorize Circumvention of Existing FAR Notably, the Court of Federal Claims has recently confirmed that agencies cannot use Executive Order 14275 as justification to circumvent existing FAR requirements. In GovCIO v. United States, Nos. 25-cv-809, 25-cv-913 (Fed. Cl. Aug. 9, 2025), the court made clear that the Executive Order directing the FAR Overhaul does not authorize agencies to ignore current regulations while the RFO is pending. Agencies remain fully bound by existing FAR provisions until they are lawfully superseded through proper APA-compliant rulemaking. The implementation of proposed FAR changes through class deviations, while existing regulations remain in effect, exceeds the authority granted by the Executive Order and undermines the rule of law that governs federal procurement. RECOMMENDATIONS 1. **Restore Standardized EVMS Requirements** FAR 34.201 must explicitly require contractor management systems to comply with EIA-748 standards for major acquisitions, ensuring a common framework across all programs. 2. **Reinstate Comprehensive Integrated Baseline Review Requirements** Restore the detailed IBR requirements from original FAR 34.202, including the five specific assessment elements and clear timing/conduct procedures. 3. **Restore Structured Development Phases** Reinstate FAR Sections 34.005-3 through 34.005-6 to provide staged entry opportunities for small businesses in major systems acquisition. 4. **Reestablish Competition and Innovation Policy** Restore FAR 34.002 policy statements emphasizing full and open competition, innovation, and sustaining competition between alternative concepts. 5. **Mandate Transparency in Opportunity Dissemination** Reinstate requirements for "widest practicable dissemination" with explicit mention of smaller and newer firms. 6. **Establish Subcontractor Protection Standards** Require that any management system requirements flowed down to subcontractors be based on recognized federal or industry-wide standards, not prime-specific proprietary systems. 7. **Protect Alternative Technical Approaches** Restore the requirement that solicitations explicitly state offerors' freedom to propose their own technical approaches and alternatives. 8. **Halt De Facto Implementation Through Class Deviations** Withdraw use of class deviations to implement proposed FAR parts prior to completion of final, APA-compliant rulemaking. CONCLUSION The proposed revisions to FAR Part 34 are a profound mistake that will harm the very small businesses the government relies upon for innovation, agility, and competition in major systems. True efficiency in major system acquisition is achieved through transparency, predictability, and common standards—not by creating a chaotic environment where every prime contractor becomes its own regulator imposing unique requirements on suppliers. The removal of standardized EVMS requirements alone will create a compliance nightmare for small businesses, forcing them to maintain multiple, incompatible management systems. Combined with the elimination of structured development phases and competition protections, these changes will accelerate the exclusion of small businesses from major programs, reduce innovation, and concentrate the industrial base among fewer large contractors. The FAR Council must reverse course and restore the standardized oversight framework that protects all stakeholders, from the taxpayer to the smallest subcontractor. The federal government cannot achieve its innovation and competition goals by dismantling the very structures that enable small business participation in our nation's most critical programs.

COMMENTS ON PROPOSED CHANGES TO FAR PART 52 – SOLICITATION PROVISIONS AND CONTRACT CLAUSES Submitted By: Name: [Name] Company: [Company Name] Email: [Email Address] Address: [Full Address] Company Description: [Company Description] EXECUTIVE SUMMARY I submit these comments regarding the proposed changes to FAR Part 52 – Solicitation Provisions and Contract Clauses. This revision, presented as a simplification, is in practice a radical and reckless deregulation that will destabilize the federal marketplace for small businesses. By systematically deleting hundreds of "non-statutory" clauses, the Revolutionary FAR Overhaul (RFO) eliminates decades of settled contractual practice covering critical areas like risk allocation, procedural fairness, and government oversight. This mass extinction of contract clauses creates a dangerous regulatory vacuum that erases essential protections small businesses rely upon. The RFO replaces a system of clear, standardized rights with ambiguity and uncertainty, a condition that always favors the party with superior bargaining power: the government. KEY ISSUES IMPACTING SMALL BUSINESSES A. Mass Deletion of "Non-Statutory" Procedural and Risk-Allocation Clauses The RFO's core methodology for Part 52 is the mass deletion of any clause not explicitly required by statute. This is a catastrophic error that fundamentally misunderstands the purpose of regulation. Many "non-statutory" clauses provide the essential "how-to" for implementing statutory principles of fair dealing. For example, the deletion of clauses governing stop-work orders, government-furnished property, or risk of loss does not eliminate these events; it simply removes the agreed-upon rules for handling them. Without these clauses, every such event becomes a point of contention and negotiation where the small business has little to no leverage. Result: Small businesses lose a vast body of contractual rights and procedural protections, forcing them to navigate a less-defined and more contentious relationship with the government with fewer tools to enforce fair treatment or predictable risk allocation. B. Fragmentation of Clause Prescription and Loss of Transparency The RFO eliminates the centralized clause matrix in FAR Subpart 52.3 and scatters the prescription logic for the remaining clauses throughout the other 51 FAR parts. This structural fragmentation makes it exponentially harder for a small business to understand or verify that their contract contains the correct and complete set of clauses. The original matrix was a single source of truth; the new system is a decentralized and opaque web of cross-references that is ripe for error and omission. Result: The compliance burden shifts entirely to the small business. It becomes easier for contracting officers to mistakenly omit required protective clauses and nearly impossible for small businesses to identify and protest such omissions, creating an accountability vacuum. C. The Illusion of a Reduced Burden The RFO falsely equates the deletion of clauses with the reduction of burdens. In reality, the underlying business complexities and risks addressed by the deleted clauses still exist. The risk of a stop-work order does not vanish when the Stop-Work Order clause is deleted. Instead, the clear risk allocation provided by the clause is replaced by a legal gray area. This does not reduce the burden; it transforms a predictable administrative process into an unpredictable and expensive legal problem. Result: The RFO replaces clear contractual risk allocation with ambiguity and a greater potential for disputes. This environment systematically favors the party with greater resources and legal expertise—the government—while imposing greater risk and uncertainty on small contractors. D. Federal Court Confirms Executive Order Does Not Authorize Circumvention of Existing FAR Notably, the Court of Federal Claims has recently confirmed that agencies cannot use Executive Order 14275 as justification to circumvent existing FAR requirements. In GovCIO v. United States, Nos. 25-cv-809, 25-cv-913 (Fed. Cl. Aug. 9, 2025), the court made clear that the Executive Order directing the FAR Overhaul does not authorize agencies to ignore current regulations while the RFO is pending. The implementation of these proposed FAR changes through class deviations, while existing regulations remain in effect, exceeds the authority granted by the Executive Order and undermines the rule of law that governs federal procurement. Result: The entire RFO implementation process is procedurally flawed, creating an impossible compliance environment where small businesses must adhere to a chaotic mix of existing rules and agency-specific deviations. SPECIFIC DELETED CLAUSES AND THEIR IMPACT ON SMALL BUSINESSES Deleted FAR 52.204-1 (Approval of Contract): This clause provided small businesses with clear notice that certain contracts required specific approvals before becoming binding. Its deletion removes transparency about contract validity, leaving small businesses uncertain about when they have an enforceable agreement. Deleted FAR 52.204-2 (Security Requirements): Eliminating this standardized security clause forces small businesses to negotiate individualized security terms with each agency, multiplying compliance costs and creating barriers to entry for small firms lacking dedicated security compliance staff. Deleted FAR 52.204-3 (Taxpayer Identification): This clause standardized tax compliance procedures across government contracts. Its deletion creates a fragmented landscape where each agency may impose different tax identification requirements, increasing administrative burdens on small businesses. Deleted FAR 52.214-Series (Sealed Bidding Provisions): The wholesale deletion of sealed bidding procedures removes critical transparency protections that ensure fair competition. Small businesses lose standardized procedures for bid modifications, withdrawals, and corrections that protected them from arbitrary disqualification. Deleted FAR 52.232-Series (Payment Clauses): Multiple payment-related clauses have been eliminated, including those governing discounts for prompt payment, payment limitations, and payment procedures for specific contract types. Small businesses, who depend on predictable cash flow, lose standardized payment terms and must now negotiate payment provisions contract by contract—a luxury they cannot afford. Deleted FAR 52.236-Series (Construction Clauses): Construction-specific clauses providing for site conditions, work oversight, and superintendence have been deleted. Small construction firms lose standardized procedures for addressing differing site conditions—a critical protection against unforeseen costs that could bankrupt a small contractor. Deleted FAR 52.237-Series (Service Contract Provisions): Service-specific protections including continuity of services requirements and incremental payment provisions have been eliminated. Small service contractors lose predictable frameworks for managing long-term service relationships with the government. Deleted FAR 52.242-Series (Administration Clauses): Critical contract administration provisions including production progress reports and government delay of work have been removed. Small businesses lose standardized remedies when government actions delay performance, shifting this risk entirely to contractors least able to bear it. Deleted FAR 52.247-Series (Transportation Clauses): The elimination of dozens of transportation and delivery clauses removes standardized F.O.B. terms, shipping requirements, and risk of loss provisions. Small businesses must now negotiate these terms individually, creating confusion about when title passes and who bears transportation risks. Deleted FAR 52.251-Series (Government Supply Sources): Clauses providing access to government supply sources and fleet vehicles have been eliminated. Small businesses lose access to cost-saving government resources that helped level the playing field with larger competitors. THE SYSTEMATIC DISMANTLING OF STANDARDIZATION The true danger of the Part 52 overhaul is not just in individual clause deletions but in the systematic destruction of standardization itself. For decades, FAR Part 52 has provided a common contractual language that all parties—government, prime contractors, and subcontractors—could understand and rely upon. This standardization reduced transaction costs, minimized disputes, and created predictability in federal contracting. The RFO destroys this common language, replacing it with a Tower of Babel where every contract becomes a unique negotiation. This benefits only those with the resources to negotiate and litigate unique terms—large contractors and the government itself. Small businesses, who depend on standardization to compete, are left behind. IMPACT ON SMALL BUSINESS COMPETITION The overhaul of FAR Part 52 makes the very act of entering into a federal contract a far riskier endeavor for a small business. A contract is a meeting of the minds on a set of rules; by deleting hundreds of these rules, the RFO ensures that there is no longer a clear, shared understanding of each party's rights and obligations in many common situations. This environment of engineered uncertainty is inherently hostile to small businesses, who lack the legal teams and capital reserves to litigate the ambiguities that the RFO creates. This will inevitably discourage small business participation and accelerate market consolidation. THE HOLLOWING OUT OF SUBPART 52.3 - THE CLAUSE MATRIX Perhaps most damaging is the complete elimination of FAR Subpart 52.3 and its comprehensive clause matrix. This matrix has served for decades as the Rosetta Stone of federal contracting—a single, authoritative reference showing which clauses apply to which contract types. It provided transparency, accountability, and accessibility. Small businesses could verify that their contracts contained all required clauses. Contracting officers had clear guidance on clause selection. Courts had a definitive reference for contract interpretation. The RFO destroys this critical infrastructure, scattering clause prescriptions across 51 different FAR parts with no central coordination or cross-reference system. This fragmentation makes it virtually impossible for small businesses to verify contract compliance or identify missing protections. It's equivalent to eliminating all street signs in a city and telling drivers to simply "figure it out." RECOMMENDATIONS 1. **Halt the Mass Deletion of Non-Statutory Clauses:** Mandate a comprehensive review of all clauses marked for deletion to assess their impact on small business risk, procedural fairness, and the allocation of rights, regardless of their "statutory" status. 2. **Restore a Centralized and Transparent Prescription Matrix:** Reinstate the clause prescription logic in a single, accessible location within FAR Part 52 to ensure accountability, reduce errors, and simplify compliance for all stakeholders. 3. **Codify Essential Procedural Protections:** Instead of deleting them, affirmatively retain and codify essential non-statutory clauses that promote fairness, transparency, and clear risk allocation, recognizing them as vital for a healthy industrial base. 4. **Conduct Economic Impact Analysis:** Before eliminating any clause, conduct a thorough analysis of its economic impact on small businesses, including increased transaction costs, litigation risks, and barriers to entry. 5. **Preserve Standardization:** Recognize that standardization in government contracting is not bureaucratic excess but essential infrastructure that enables fair competition and reduces costs for all parties. 6. **Halt De Facto Implementation Through Class Deviations:** Withdraw the use of class deviations to implement proposed FAR parts prior to the completion of final, APA-compliant rulemaking. CONCLUSION The contract clauses in FAR Part 52 are the DNA of every federal contract. The RFO's approach of mass deletion based on an arbitrary "statutory" label is a reckless act of regulatory malpractice that will have cascading and devastating consequences for small businesses. A healthy and competitive industrial base depends on a clear, fair, and predictable set of contractual rules that protect all parties. The overhaul of FAR Part 52 abandons this foundational principle in favor of a deregulated chaos that will benefit only the largest and most powerful players in the federal market. The FAR Council must reverse course before it irreversibly damages the government's relationship with its small business partners.