Navigating CCR and ORCA

George W. Ash and Erin L. Toomey

June 2007

Amid the forest of Federal government acronyms, references to CCR and ORCA have become increasingly prevalent. Both of these acronyms refer to databases of information that assist the Federal government, and contractors, with streamlining contracting and payment procedures. These databases enable contractors to shorten the time spent on contract administration and reduce contractors’ compliance obligations and concerns.

Central Contractor Registration (CCR)

As part of the Department of Defense’s (DoD) acquisition process reform, DoD identified a single electronic registration process for vendors conducting business with the DoD. Titled the Central Contractor Registration (CCR), the Federal Acquisition Regulations require all federal government prime contractors to register in CCR prior to the award of any contract or purchase agreement. See FAR Subpart 4.11. CCR also provides a basis for electronic payments and electronic fund transfers from the Federal government to contractors.

Before awarding a contract or purchase order, the contracting officer is required to check to verify that the contractor is registered in the CCR database. Note that since processing time takes approximately 48 hours, contractors should register in CCR as early as possible in the proposal process. Although some contracts are exempt from the requirement to register in CCR, there is no exemption for commercial item contracts. Although subcontractors are not required to register in CCR, if they are also a prime contractor in another contract, they must register in CCR. Contractors are required to update the information in CCR annually, or when the information changes.

Contractors are required to register in CCR under their corporate entity’s DUNS number or DUNS +4 number. A DUNS number is a corporate identifier issued by Dun and Bradstreet. Confusion in the registration process often arises when a contractor has a parent corporation with several subsidiaries that all do business with the Federal government. Contractors are uncertain as to which entities they must register in CCR. According to the DUNS guidelines, each subsidiary (regardless of whether they are wholly owned by the parent) must have a separate DUNS number. Since registration in CCR is tracked by DUNS number, the parent entity and each of the subsidiaries should be separately registered in CCR. However, since divisions are not required to have separate DUNS numbers, divisions of an entity should be registered under the parent entity in CCR and the CCR database contains a field for the identification of such divisions.

Having the proper corporate entity registered in CCR is important for many different reasons. On October 30, 2005, CCR began comparing the Taxpayer Identification Numbers (TIN) and the Taxpayer Name of each new and updating CCR registrant with the Internal Revenue Service’s (IRS) records, to aid CCR in ensuring accurate information reporting, payment certification, and federal tax collection. Accordingly, it is important that the contractor named in the prime contract and the contractor receiving contract payments, is the same contractor registered in CCR.

Although contractors may be reluctant to enter confidential or proprietary information in the CCR database, DoD addressed this issue on April 9, 2007 in its Notice Pursuant to Executive Order 12600, “Receipt of Freedom of Information Act (FOIA) Requests for Access to the Central Contractor Registration (CCR) Database” (the Notice). In response to several FOIA requests for access to the CCR database, DoD issued the Notice explaining that approximately 44 of the 194 data fields are exempt from disclosure pursuant to Exemptions 2, 4, and/or 6 of FOIA. The data fields DoD claims are exempt from FOIA include, among other things, the contractor’s DUNS number, TIN number, security level, and payment information.

Online Representations and Certifications Application (ORCA)

Contractors, including commercial item contractors, are required to make various representations and certifications (Reps and Certs) when contracting with the Federal government. To streamline the Reps and Certs process, rather than require contractors to provide written Reps and Certs to the government for each contract, the government created the Online Representations and Certifications Application (ORCA) website, in which a contractor can enter their Reps and Certs into the database once for all federal contracts.

CCR and ORCA are complementary systems in that ORCA pulls information from CCR and pre-populates many of the ORCA fields. ORCA also contains a questionnaire to assist the contractor in populating the remaining fields. Like CCR, the ORCA database must be updated annually, or whenever information in the database changes.

As with CCR, it is important for the contractor to have different ORCA databases for each of the contractor’s parent and subsidiary entities. Some of the Reps and Certs may differ depending on whether the information pertains to the parent or the subsidiary.

For commercial item contractors, the ORCA database contains more Reps and Certs than the FAR requires. Commercial item contractors should carefully review each Rep and Cert to determine whether the FAR requires the contractor to make such a Rep or Cert. Although ORCA may require the population of some fields in order to complete the application, there are many Reps and Certs that are optional in ORCA and not required by the FAR for a commercial item contractor. Commercial item contractors can and often should opt out of making such Reps and Certs.

Although the population of the CCR and ORCA databases appears to be an administrative matter, ensuring that the databases are properly populated is important for Federal government contractors. Intentional or fraudulent misrepresentations in either database may subject the contractor to criminal charges under the False Claims Act or be treated as a false statement. Further, assume only a parent entity is registered in CCR and ORCA and the parent entity receives electronic payments from the government. The subsidiary, however, is the party to the contract. While ordinarily only the subsidiary would be subject to the contract’s compliance requirements, this blurring of the corporate form may permit the government to require compliance from the parent entity as well.

George W. Ash and Erin L. Toomey are members of the law firm of Foley & Lardner LLP in Detroit, where they specialize in government procurement issues. They may be reached at (313) 234-7100.

Note: This update provides information of general interest presented in summary form, and does not constitute individual legal advice.