The NOAA Real Property Management Division (RPMD) supports lessors, property owners, and agency partners with expert guidance on lease administration, novations, and real property compliance.
Lease Novation
A lease novation is the formal legal process by which NOAA recognizes a change in the lessor or ownership entity for a property that NOAA currently leases. This most commonly occurs when a property is sold, when a business entity undergoes corporate restructuring, or when a managing entity changes. The step-by-step process below outlines everything you need to complete a successful novation request.
What Triggers a Novation?
| Sale or transfer of the leased property | Corporate merger or acquisition |
| Name change of the lessor entity | Change in business ownership structure |
| Transfer via inheritance or estate | Foreclosure or bank transfer |
Legal Authority & Definition
In order to change payee information, the Government is required to have all parties sign a Novation Agreement and/or Lease Amendment pursuant to 41 U.S.C. § 6305 and Federal Acquisition Regulation (FAR) Subpart 42.12 (48 C.F.R. Subpart 42.12). Full FAR text available at: www.acquisition.gov.
Pursuant to 48 C.F.R. § 2.101(b), under the novation agreement: "among other things, the transferor guarantees performance of the contract, the transferee assumes all obligations under the contract, and the Government recognizes the transfer of the contract and related assets."
A novation agreement is a legal instrument that formalizes an arrangement to substitute one party for another in a contract. It is synonymous with lease assumption and assignment, or where a lessor's (transferor's) assets are transferred to another entity — the successor in interest or transferee. A novation request asks the Government to recognize a transferee as successor in interest to the lease. If a novation is completed, the transferee will assume all liabilities and obligations associated with the lease.
Please note that NOAA follows U.S. GSA leasing procedures for all novation actions.
Key Definitions
Novation
The legal transfer of lease rights and obligations from the original lessor (transferor) to a new entity (transferee).
Transferor
The current or previous leaseholder — the party transferring their rights and obligations under the lease.
Transferee
The new owner or entity assuming lease responsibilities from the transferor.
Step-by-Step Novation Process (4 Steps)
1.Initiation: Receipt of Notification
The novation process begins when NOAA RPMD receives notice of an ownership change. This may come in the form of a Notice of Assignment, a direct ownership change notification, or an inquiry from a broker, new owner, or authorized representative.
Upon receipt of notification, the new owner or authorized representative will be provided with the official NOAA Novation Request Form offsite link to formally initiate the process. This form must be completed and submitted along with all required supporting documents before RPMD can begin processing the request.
- New owner or representative notifies NOAA RPMD of the ownership change
- RPMD provides the Novation Request Form and required documents checklist
- Requester completes and submits the NOAA Novation Request Form offsite link with all supporting documentation
- Request is logged and a case acknowledgment is issued to the requester
⚠ Payment Continuity Notice
NOAA cannot redirect rent payments to the new owner until all documentation is submitted, reviewed, and a fully executed Lease Amendment is in place. Payments will continue to the original lessor of record throughout this process.
2 Document Review
Once the Novation Request Form has been received, NOAA RPMD will conduct a thorough review to ensure all materials are complete, accurate, and compliant with federal requirements. The following four documents are required with every novation submission:
- Certified Deed or Bill of Sale evidencing the property transfer
- Completed and signed GSA Form 3518-SAM (SAM Representations & Certifications)
- Completed and signed Novation Agreement
- Completed and signed Lease Amendment
If documentation is incomplete or requires clarification, RPMD will contact the requester directly. A complete and accurate submission will minimize processing delays. Please note that the instrument effecting the transfer will be submitted to the Department of Commerce, Office of General Counsel for legal review. See the Required Documents & Completion Instructions section below for detailed guidance on how to prepare each form.
SAM.gov Registration Reminder
SAM.gov registration is a multi-step process that requires formal documentation. The transferee must be fully registered at www.sam.gov before the transfer can be completed. Begin this process early to avoid delays.
3 Review and Approval / Signature of Novation Package
Upon satisfactory review of all documentation, NOAA RPMD will prepare the official Novation Package for signature by all required parties. This package includes the Novation Agreement, the Lease Amendment, and all associated documentation. The Novation Agreement is a legally binding three-party document wherein:
- The Transferor (original owner) guarantees performance and agrees to transfer the lease
- The Transferee (new owner) assumes all rights, obligations, and liabilities under the lease
- The Government (NOAA) recognizes and approves the transfer
All parties will receive the draft Novation Agreement for review prior to execution. Signatures are collected in the following order:
- Transferor (original property owner/seller) signs first
- Transferee (new property owner/buyer) signs second
- NOAA Lease Contracting Officer signs last to formally execute the agreement
Important — Proposed Changes
If you or your Counsel wish to propose changes to the Novation Agreement, please contact your RPMD Leasing Specialist before signing. Do not modify and sign the agreement without prior coordination with NOAA RPMD.
4 Completion: Execution of the Novation & Update of Financial System and Payment
Once the Novation Agreement and Lease Amendment have been fully executed by all parties, NOAA RPMD will finalize the novation and update all relevant systems. Final actions include:
- The fully executed Novation Agreement and Lease Amendment are filed and distributed to all parties
- Financial and payment systems are updated with the new lessor's ACH/EFT banking details
- Rent payments are redirected to the new lessor effective as of the agreed-upon date
- Lease tracking database and vendor records are updated to reflect the new lessor of record
- Formal written confirmation of novation completion is issued to the Transferee and Transferor
- All documentation is filed in accordance with NOAA records management policies
Congratulations — at this point, the novation is complete. The new lessor is now the fully recognized party to the lease and will receive all future communications and rent payments from NOAA.
Required Documents & Completion Instructions
1. Proof of Transfer: Certified Deed or Bill of Sale
A certified deed or bill of sale is the legal instrument that evidences the transfer of the property from the original owner (Transferor) to the new owner (Transferee). This document must be an official, certified copy as recorded with the appropriate government authority.
What to Submit
- Provide a certified, recorded copy of the deed (e.g., Grant Deed, Warranty Deed) or a Bill of Sale, as applicable to the transaction type.
- The document must clearly show the full legal names of both the Transferor (seller) and Transferee (buyer) exactly as they appear on the Novation Agreement.
- Confirm the property address on the deed matches the address on the NOAA lease exactly.
- For corporate mergers, a Certificate of Merger may be submitted in lieu of a deed. For estate or foreclosure transfers, a Court Decree is acceptable.
2 GSA Form 3518
This form is an addendum to the System for Award Management (SAM) Representations and Certifications for acquisitions of leasehold interests in real property. It is completed by the new lessor (Transferee) and becomes part of the lease. The "Offeror" on this form refers to the lessor — the property owner — not an agent or representative.
Header Fields (Top of Form)
Lease Number: Enter the NOAA lease number exactly as it appears on your current lease agreement.
Date: Enter the date you are completing and signing the form. This is typically the same date the Novation Agreement and Lease Amendment are signed.
Section 1 — Annual Representations & Certifications (SAM Registration)
Check the box confirming your SAM.gov registration is active and attach a copy or screenshot of your current SAM.gov registration profile. Your registration must be active under "All Awards" with completed representations and certifications. If you are not yet registered, go to www.sam.gov to register before submitting.
Section 2 — Representation by Corporations (FAR 52.209-11)
This section applies to corporations only. Check the appropriate box for each question — either "is" or "is not" — regarding unpaid federal tax liabilities and federal felony convictions within the preceding 24 months. If the new lessor is not a corporation (e.g., an individual or LLC), this section may be left blank or marked as not applicable.
Section 3 — Unique Entity Identifier (UEI)
Enter your 12-character Unique Entity Identifier (UEI) as it appears in your SAM.gov profile. If you do not yet have a UEI, register at www.sam.gov. Existing entities can look up their UEI by logging into SAM.gov or by contacting the Federal Service Desk at 866-606-8220, Monday–Friday, 8 AM–8 PM ET.
Signature Block
The form must be signed by the legally authorized representative of the new lessor entity (the Offeror). Print your full legal name and complete mailing address, including zip code. Enter your telephone number and the date of signature. The signature date must match the date entered at the top of the form.
3 Legal Transfer Document: Novation Agreement
The Novation Agreement is a legally binding three-party document between the Transferor (original owner), the Transferee (new owner), and the United States Government (NOAA). It formally transfers all rights, obligations, and liabilities under the existing lease from the Transferor to the Transferee. NOAA RPMD will provide the template — do not create or modify this document independently.
Opening Paragraph — Party Information
Transferor: Enter the full legal name of the original property owner (seller), the state of formation, and the city of its principal office.
Transferee: Enter the full legal name of the new property owner (buyer), the state of formation, and the city of its principal office. If the entity was formerly known by another name, add "formerly known as [prior name]" where indicated.
Effective Date: Insert the date the transfer of assets became legally effective under applicable state law — typically the deed recording date or closing date shown on settlement documents.
Section (a)(1) — Lease Number
Insert the NOAA lease number exactly as it appears on your existing lease agreement. RPMD will confirm this number with you if needed.
Section (a)(2) — Type of Transfer
Insert a term that describes the legal instrument used to effect the transfer — for example: deed, bill of sale, certificate of merger, or court decree. This must match the type of document submitted as your proof of transfer (Document 1 above).
Certificate Section
The Certificate section at the end of the agreement applies to corporations only. If neither the Transferor nor the Transferee is a corporation, this section may be removed entirely from the document prior to signature. If applicable, the Secretary of each corporate entity must complete and sign their respective certificate confirming the signatory's authority.
Signature Blocks & Signing Order
Signatures are collected in order: (1) Transferor, then (2) Transferee, and finally (3) NOAA's Real Property Contracting Officer. Each signatory must print and sign their name and include their title and date. RPMD will coordinate the signature process — do not independently route the document for signatures without RPMD's direction.
⚠ Do Not Modify Without RPMD Approval
If you or your legal counsel wish to propose changes to the Novation Agreement language, contact your RPMD Leasing Specialist before signing. Do not modify and execute the agreement without prior written authorization from NOAA RPMD.
4. Lease Modification: Lease Amendment
The Lease Amendment is a formal modification to the existing NOAA lease that officially changes the lessor of record from the original owner to the new owner. It also updates rent payment instructions and correspondence information. NOAA RPMD will prepare the Lease Amendment template for your review — do not create this document independently.
Header Fields — Leave Blank for RPMD to Complete
Lease Amendment No.: Leave this field blank. RPMD will assign and enter the official amendment number.
Date: Leave blank. RPMD will enter the date the amendment is signed by the Government.
Lease No.: Leave blank. RPMD will enter the official NOAA lease number.
Address of Premises
Enter the full legal address of the leased property — the physical location of the NOAA-occupied space as it appears on the existing lease and the recorded deed. Include suite or unit numbers if applicable. Do not use a P.O. Box or mailing address.
New Lessor Name & Address
Enter the full legal name of the new lessor (Transferee) and their complete mailing address. This must match the name on the Novation Agreement, the W-9, and the SAM.gov registration exactly. Do not use trade names, DBAs, or abbreviations unless they are part of the official registered name.
Lessor Change Language
The amendment body will read: "The Lease is amended to change the Lessor from [original Lessor's name] to [new Lessor's name]." Confirm that both names are spelled correctly and match the legal names used throughout the novation package.
Signature Block — Lessor
The new Lessor (Transferee) must sign, print their name, indicate their title, and date the amendment. A witness signature is also required in the "In the Presence of" field — provide the witness's printed name, title, and date. The Government (NOAA) Contracting Officer will sign last to formally execute the amendment.
⚠ All Documents Must Be Submitted in PDF Format
Documents that are not legible, incomplete, or unsigned will not be accepted and will delay processing. If you have questions about completing any of these forms, contact your assigned RPMD Leasing Specialist before submission.
Ready to Submit Your Novation Request?
Use our secure Smartsheet intake form to submit your novation request and all supporting documentation directly to the NOAA RPMD team.
Novation Request Intake Form offsite link
Before submitting, please ensure you have reviewed all steps in the Novation Process guide above and have gathered all required documents. Incomplete submissions will result in processing delays.
1
Review the novation guide and documents checklist
2
Gather all required supporting documents
3
Complete and submit the Smartsheet intake form
4
RPMD will contact you within 5 business days
Access the Novation Intake Form offsite link
This form is hosted securely on Smartsheet. You do not need a Smartsheet account to submit a request.
Contact Us
Get in Touch with NOAA RPMD
Our team is available Monday through Friday, 8:00 AM – 5:00 PM Eastern Time. For urgent lease-related matters, please indicate the urgency in your communication.
For general lease inquiries and novation questions: | Mailing Address NOAA Real Property Management Division | Business Hours Monday – Friday |
Document Completion Guide & FAQs
Novation Agreement: Do I need to include the Certificate section if the parties are not corporations?
No. If none of the parties involved in the transaction are corporations, the Certificate section may be removed from the Novation Agreement entirely, as it is not applicable to non-corporate entities such as individuals, LLCs, or partnerships.
If you are unsure whether this section applies to your situation, contact your assigned RPMD Leasing Specialist before finalizing the document.
Form 3518 (SAM Reps & Certs): What date should I enter on Form 3518?
Enter the date on which you are completing and signing the form. Typically, this is the same date the Novation Agreement or Supplemental Lease Agreement is signed by all parties.
Do not leave the date field blank or enter a future date. The signature date and the form date should match.
Lease Amendment: What address should I enter for "Premises Address"?
Enter the full legal address of the leased property — the physical location of the NOAA-occupied space. This is the address as it appears on the existing lease agreement and on the recorded deed.
Do not use a P.O. Box or mailing address. If the property has a suite or unit number, include it. If you are unsure of the exact legal address, refer to your title documents or contact RPMD.
Novation Agreement: What date should I enter as the effective date of the transfer?
The effective date of the transfer should reflect the date the property transfer became legally effective under applicable state law — typically the date the recorded deed was signed or the closing date shown on the HUD-1 Settlement Statement or Closing Disclosure.
This date is used throughout the Novation Agreement to establish when rights and obligations transferred from the Transferor to the Transferee. If the deed date and closing date differ, consult your title company or RPMD for guidance.
Novation Agreement: What legal names should I use for the Transferor and Transferee?
Use the full legal entity name exactly as it appears in official formation documents — such as the Articles of Incorporation, LLC Operating Agreement, or Partnership Agreement. Do not use trade names, DBAs, or abbreviations unless they are part of the official registered name.
The name must also match the name registered in SAM.gov and on the IRS Form W-9 submitted with the novation package.
Form 3518 (SAM Reps & Certs): What is a Unique Entity Identifier (UEI) and where do I find it?
The Unique Entity Identifier (UEI) is a 12-character alphanumeric ID assigned to your entity by the federal government through SAM.gov. It replaced the DUNS number as the official federal vendor identifier.
You can find your UEI by logging into your entity's profile at www.sam.gov. If your entity is not yet registered, you must complete SAM.gov registration before your novation can be finalized. For assistance, contact the Federal Service Desk at 866-606-8220, Monday–Friday, 8 AM–8 PM ET.
Form 3518 (SAM Reps & Certs): Do I need an active SAM.gov registration to complete the novation?
Yes. The new lessor (Transferee) must have an active SAM.gov registration under "All Awards" with completed representations and certifications before the novation can be executed. RPMD cannot process rent payments to an entity that is not registered in SAM.gov.
Please attach a screenshot of your active SAM.gov registration to your Form 3518 submission. SAM registrations must be renewed annually — confirm your registration is current and will not expire during the novation processing period.
Lease Amendment: What should I enter for the Lease Amendment Number?
Leave the Lease Amendment Number ("xxx") field blank. RPMD will assign and enter the official amendment number once the document has been prepared and reviewed. Do not insert a number unless specifically directed to do so by your assigned Leasing Specialist.
Similarly, the Lease Number field will be populated by RPMD using the official NOAA lease number from your existing lease agreement.
Novation Agreement: Who is required to sign the Novation Agreement, & in what order?
The Novation Agreement requires signatures from three parties in the following order: (1) the Transferor (outgoing lessor/seller), (2) the Transferee (new lessor/buyer), and (3) NOAA's Real Property Contracting Officer, whose signature finalizes and executes the agreement on behalf of the United States Government.
For GSA leases, please coordinate directly with the GSA LCO.
General: How long does the novation process typically take?
Standard novation requests are processed within 30–60 business days from the date RPMD receives a complete and accurate documentation package. The timeline begins only after all required documents have been received — incomplete submissions will pause processing until outstanding items are provided.
Complex transactions (e.g., those involving GSA-administered leases, multiple properties, or legal complications) may require additional time. Early notification to RPMD — ideally before the property transfer is finalized — is strongly encouraged to minimize delays.
ⓘ Don't see your question here?
Contact your assigned RPMD Leasing Specialist directly, or reach out to the general RPMD inbox at arialmis.myers@noaa.gov. Our team is available Monday–Friday, 8:00 AM–5:00 PM Eastern Time.