By Vern Edwards on Friday, January 31, 2003 - 11:12 am:

I don't know of any rule about this, but why not just type in the right name? Does the actual signer think that he/she can escape responsibility for a screw-up by signing and typing somebody else's name in the signature block? Is that some way of saying, "I signed, but the other person is responsible for what I signed"?

The "CO of record" is the one who signed. If the signer wants to give somebody else the credit (or blame) for the work product, put a memo in the file. Not that it matters. When you sign you are saying that you have complied with FAR § 1.602-1(b).

Whoever signs and puts somebody else's name under the signature or signs "for" somebody else is an idiot. You use your authority, you take the responsibility.

Criminy!

By Vern Edwards on Friday, January 31, 2003 - 11:32 am:

By the way, there is no requirement that a final decision must made by the same contracting officer who signed the contract. There is also no requirement that a final decision must be made by the contracting officer who was actually administering the contract when the dispute arose. An agency may assign a contracting officer to a claim specifically for the purpose of making a final decision, even though he or she didn't award or administer the contract, perhaps because the person who signed the contract or administered the contract turned out to be an idiot.

By Eric Ottinger on Friday, January 31, 2003 - 11:39 am:

Anon,

Any contracting officer can sign within the limits of his/her authority.

Contracting officers do not sign "for" other contracting officers.

If you sign, you should be ready to "answer the mail."

Since contracting officers may be sick or on travel, it isn't uncommon for another contracting officer to sign. But that person must review the package, proofread the document, make sure that funding is available, etc. It won't do to take any of this on faith.

Eric

By Kennedy How on Friday, January 31, 2003 - 11:53 am:

I can understand, in cases like a bilateral agreement, where one KO sends out the first transmittal and a second KO actually executes the contractual action. In the cases I used to work on, we never filled in the KO block, just to avoid the situation that is posed. When it comes time for KO Execution, we either type in the KO's name, or use his stamp. That KO actually imprints his signature.

Kennedy

By Anon2U on Friday, January 31, 2003 - 12:00 pm:

Our office doesn't care about changing the name for the reasons Vern mentioned. The person who signs is responsible regardless of the name typed next to it.

We usually cross off the typed name and print ours under it so everyone can read who really did sign it. It is a waste of paper to reprint it for the name. However, if I do a multimillion dollar contract for multiple years, I will definitely reprint. I am not that cheap.

We were told not to use the word "for" because you cannot sign for them.

By Eric Ottinger on Friday, January 31, 2003 - 12:19 pm:

Anon2U,

Don't type the name in until you sign the document.

I understand that this may be a problem, now that most of the good Selectric typewriters have been retired to museums. In that case, get a stamp.

As Vern said, Criminy!

Eric

By formerfed on Friday, January 31, 2003 - 12:33 pm:

One other interesting thing most people aren't aware of is FAR 4.101 says the Contracting Officer's name and official title shall be typed, stamped, or printed on the ontract. "Contracting Officer" isn't an offical title. This is supposed to be their job title such as "Contract Specialist", "Chief, Services Branch" or whatever. Now after saying that, many of you must wonder if I don't have anything better to do.

By Eric Ottinger on Friday, January 31, 2003 - 12:48 pm:

Formerfed,

As long as we are wasting time--

I think I will stay unaware. Or maybe I am too cheap to buy another stamp.

Why isn't "Contracting Officer" an official title? Is there a definition for "official title" somewhere in the regs?

Eric Ottinger

By Eric Ottinger on Friday, January 31, 2003 - 01:38 pm:

Formerfed,

I am going to risk a guess here. Some contracting officers have their warrants by virtue of their position. For instance, agency heads have contracting officer authority. In these cases, it would be important to type in the job title to establish that the person does have contracting officer authority.

For most of us garden variety CO’s the job title is “Contract Specialist” or “Contract Administrator.” It would cause nothing but confusion to type that title in.

Until I get better advice, I am willing to believe that “Contracting Officer” is an official title.

Eric Ottinger

By anonconorig on Friday, January 31, 2003 - 02:23 pm:

I noted that according to Cibinic and Nash "Formation of Government Contracts" Third Edition,they state "On the working level, personnel with official-sounding titles such as contract specialist, negotiator, and adminstrator work for Contracting Officers and handle day-to-day activities..."

By Anon2U on Friday, January 31, 2003 - 02:25 pm:

Eric,

Computer generated contracts,POs, and DOs automatically type the name of the CO that the specialist thinks will be available to sign it. If he is not available and the requirement is urgent, they hunt down the first available CO to sign it. Thus, it is not left blank.

By Eric Ottinger on Friday, January 31, 2003 - 02:40 pm:

Anon2U,

I had inferred as much. That's why I said "Criminy".

I believe SPS gets this much right. It doesn't type a name in until the CO actually signs.

I would disable this function and buy some stamps.

Eric

By AnonJan31 on Friday, January 31, 2003 - 03:38 pm:

Wow! This is my first time to post. I posted this morning and am amazed at the response.

Vern, you're right about the question I had about the final decision and who should sign. I had a specific scenario in mind when I wrote that, and I don't know now why I thought you couldn't assign another CO to do the final decision.

When I was a trainee, I was taught to leave the signature block off and let the CO use his/her stamp at the time he/she signs. And I was also advised that a CO cannot sign "for" another. But WHY is that? I guess that's my real question.

By tricia on Friday, January 31, 2003 - 04:05 pm:

AnonJan31: I think it leads back to the responsibility question. If you sign "for" another CO, the implication is that you are assigning responsibility for the action to the one you're signing "for". Every action I sign must stand on it's own in merit. Even if another CO put an action together and I'm asked to sign it, I go through the process of reviewing the action as a stand alone action and if I can't support it I don't sign it. It'll either wait for the other CO to get back from TDY, etc, or it'll be reworked to the point where I can support it, even if it means I have to reopen discussions with the contractor if I'm being assigned to the contract on a long term basis. My guess is that the first time you're asked to defend something you sign you'll understand why you shouldn't sign "for" someone. Or, God forbid, ask someone to sign something "for" you.

By Vern Edwards on Friday, January 31, 2003 - 04:08 pm:

AnonJan31:

Why can't one CO sign "for" another? Because they are agents of the United States of America, not agents of other contracting officers.
When they act, they act on the basis of the authority delegated to themselves, not on the basis of the authority delegated to someone else.

By AnonJan31 on Friday, January 31, 2003 - 04:32 pm:

Ok, I understand everyone's point. Let me pose the argument posed to me:

If John Doe and Jane Doe have the same type of warrant (unlimited), and Jane Doe asks John Doe to sign for her in her absence and she wants to remain accountable for it, and puts it in writing in a formal memo (a delegation of sorts), what problems would they face? They each have the necessary warrant. Again, Jane has put it in a memo that she'll remain responsible for the document. So what's the harm here?

Vern: you're saying that a CO (John Doe) doesn't sign on the authority delegated by another CO (Jane Doe), but on the authority given him by the appointing official. I assume it's because John Doe doesn't have authority to delegate his own authority to someone else?

By Eric Ottinger on Friday, January 31, 2003 - 04:49 pm:

AnonJan31,

The formal memo is pointless. John has the authority.

However, if John signs, John will be accountable.

Contracting Officers do delegate authority. The authority that a COR (Contracting Officer's Representative) has, is authority delegated by a contracting officer.

I guess the gist is that there is no way to delegate authority without responsibility. Why should there be.

Eric

By Vern Edwards on Friday, January 31, 2003 - 05:11 pm:

AnonJan31:

Suppose it's Thursday and a contract and file are in legal for review prior to contracting officer signature, due out in three or four days. Jane is the CO who has been working the procurement and she's long planned to leave for a two-week vacation on Saturday, so she calls me and says, "Vern, the program office wants to get on contract ASAP. Would you sign for me?"

I'd say, "Sure, but we have to meet at the legal office so I can go over the file and the contract document to make sure I understand what you did and verify for myself that you've done everything properly." She's my best friend and says, "Don't you trust me?" I say, "Yeah, but trust's got nothin' to do with it. Meet me at the legal office and be prepared to spend a couple of hours, at least."

Assuming that I am convinced that everything is kosher, when the time came I would sign as Vernon J. Edwards, Contracting Officer, and consider myself responsible for the award.

Suppose I signed the contract "for" Jane, over her name typed in the signature space, without review, and it turned out that funds had not been administratively committed and were not available. Who do you think violated the Anti-Deficiency Act? Jane? It was my signature that obligated the government, not Jane's. It was my act that constituted the violation; Jane did not act in that regard. Suppose even that Jane had written a letter delegating to me the authority to sign "for" her. What difference would that make? All CO authority is delegated. If a CO signs a contract in violation of the Anti-Deficiency Act, can she claim that the official who appointed him was the culprit?

Come on, AnonJan31. Let's move on to a serious topic. What do you think about the newly proposed bundling rules?

By AnonJan31 on Friday, January 31, 2003 - 05:37 pm:

Vern, I'm glad you brought up the Anti-Deficiency angle. I'm in total agreement with you. I'm just having a tough time articulating all of this with the folks here. I'm the only CO that has brought up this issue, and I'm rocking the boat.

All I could think of was the impact to the contractor. I remember now why I brought up the final decision issue. If John Doe signed a unilateral mod "for" Jane Doe, which the contractor disputes, to which CO would the contractor address his dispute? Would it matter? I would guess his dispute is with the Government and not with an individual CO.

Ok, let's change the scenario. If the document in question is an InterAgency agreement between Agency A and Agency B, these same issues apply, right? And if funds are moved from one agency to another, where Agency A is sending funds to Agency B in this IA agreement, and Agency B is the agency that had John Doe sign "for" Jane Doe, there may still be Anti-Deficiency issues, right?

By Vern Edwards on Friday, January 31, 2003 - 05:49 pm:

A contractor submits a claim to the government through its agent, who is the CO assigned to administer the contract. If John signed for Jane, but Jane is the ACO, then the contractor submits the claim to Jane.

You've lost me on the interagency agreement. I don't know what you're talking about.

By AnonJan31 on Friday, January 31, 2003 - 05:50 pm:

Eric, I understand that a CO can delegate contract admin responsibilities to a COTR or COR. I was referring to the authority of a CO to delegate to another CO the authority to sign a contractual instrument on his behalf. I completely agree that a CO signs on his own authority and not on someone else's, that he ultimately takes on responsibility for whatever he signs. Signing "for" another CO wouldn't change any of that.

So let me turn the question around and play devil's advocate. If nothing changes, and John Doe does have ultimate responsibility, what difference does it make if he signs "for" Jane Doe? John knows he's responsible, regardless of the memo that Jane signed, and he accepts the responsibility and does his due diligence to review the situation surrounding the contract document. But to satisfy Jane (and to keep status quo in the way things have been done in the office in the past), John determines that the contract document is good and signs "for" Jane. Again, what's the harm?

By formerfed on Monday, February 03, 2003 - 09:59 am:

AnonJan31,

The way I look at is is once you put together a contract with "Jane Doe" as the Contracting Officer, only Jane Doe can sign unless you change the signature block. There's is only one Jane Doe (or should be at that agency) that has CO authority delegated to her. There isn't a means for a CO to delegate signature authority to another person except when it is conferred by virture of an organization position. So a CO can't sign on behalf of another person.

By Vern Edwards on Monday, February 03, 2003 - 03:22 pm:

The harm is that your organization looks like a bunch of ding dongs for having one person sign their name over the name of a different person while admitting that the signer is really the one responsible for the contract action. What's up with that? But if you like the ding dong status quo, then have at it.

By Eric Ottinger on Monday, February 03, 2003 - 03:51 pm:

Vern,

If you will go back to the January 31, 05:37 pm post by AnonJan31, you will note that AnonJan31 agrees with us. He/she is merely trying to find some definitive way to convince his/her management and coworkers. I would not recommend that he/she call them “dingdongs.” In fact, the last person that I would call a “dingdong” would be an actual “dingdong.” In my experience, “dingdongs” are not just stupid, they are humorless and self-righteous, as well.

The exact answer to the question is probably that a judge will want to talk to the person who put his/her name on the document. Telling the judge that you signed merely to do another contracting officer a favor, is probably not a good answer.

Hence, don't sign unless you are ready to take full responsibility. And don't leave anything on the document to suggest anything else.

Eric

By Vern Edwards on Monday, February 03, 2003 - 08:03 pm:

Eric:

I know what AnonJan31 is trying to do, and I didn't say that she should tell her management that they are ding dongs. I said that the harm she asked about is that by letting one person sign over another person's name would make her organization look like a bunch of ding dongs.

You cannot reason with some people. In my opinion, it would be a waste of reason to try to reason with someone who would do something like that or let others do it. The only thing that AnonJan31 can do is make sure that she doesn't sign above anyone else's name or let anyone else sign above her name.

By AnonJan31 on Monday, February 03, 2003 - 09:19 pm:

Thanks to everyone. The last few exchanges about ding dongs have been quite amusing. And, Vern, before I turned to this forum, I did use your last line of reasoning, although I used a different reference other than ding dongs. And, I did make a stand that although I signed “for” another CO before, I wasn’t going to do it again. And now I’m the bad guy.

I was hoping that someone in this forum could point me to a place in the FAR or in case law where it expressly states that CO's should not sign "for" another CO. I’ve looked and I haven’t been able to find anything. This discussion seems to confirm that no one knows of any place where I could find it in writing. It seems the consensus here is that the practice is simply "bad form." So I guess on this subject, "bad form" will have to suffice (and the fear of looking like ding dongs).

By Vern Edwards on Tuesday, February 04, 2003 - 09:31 am:

AnonJan31:

A question of genuine interest: Do we properly write it "ding dong," as I did, with a space between syllables, or "dingdong," as Eric did? I've been pondering that all morning. I'm in a hotel and I don't have a dictionary handy. I'm leaning toward Eric's form.

By The Scholar on Tuesday, February 04, 2003 - 09:44 am:

Actually, I think you are seeking "ding-a-ling" which means "nitwit." "Ding-dong" or "dingdong" deal with the sound of a bell.

By Fred on Tuesday, February 04, 2003 - 09:48 am:

Vern,

Apparently its neither. It should be hyphenated, like "ding-dong." In the context used here, the dictionary indicates that a ding-dong is: Slang. An empty-headed person; a fool.

By Vern Edwards on Tuesday, February 04, 2003 - 10:24 am:

Scholar and Fred:

Thanks. I like Fred's answer best. Ding-a-ling just doesn't have the gravity apropos to the important subject that we've been discussing in this thread.

Now I can get on with the day's work, unburdened by doubt.

By amused on Tuesday, February 04, 2003 - 10:26 am:

Based on the last few messages, I'd say the shoe fits. Nice to see you all have a sense of humor.

By Ron Vogt on Tuesday, February 04, 2003 - 11:34 am:

I realize that I am jumping in here when the question seems to be settled, but I had some more thoughts on it. When I read the question, my first impression was, "what's so wrong with it?" After all, people sign "for" another all the time, and it doesn't mean that the person is taking all responsibility for the other. Look at powers of attorney. When one person appoints another as his or her attorney, or more accurately, agent, the agent has the authority to sign "for" the appointer. Generally, the agent is not responsible for the transactions themselves unless the agent committed intentional misconduct. Without that limitation, it would be hard to find agents to act on your behalf, since they generally serve without compensation.

Let me give you a typical example. You are relocating and you make a househunting trip. You find one but can't be there to sign the closing documents. So you give someone a power of attorney to sign for you. Does that mean that the signer is now responsible for your mortgage? Hardly.

Now, I'll admit I did not do any research to see if the FAR specifically prohibits anyone signing "for" another. There may well be case law that says that the physical signer is the one who takes responsibility. If so, case closed. However, outside of government contracts, signing "for" someone is not unusual, and it does not mean that the signer takes over all responsibility for the action. It can simply mean that the person who is bound by the document is not physically there to sign it. Many transactions would grind to a halt if it meant otherwise.

Anon31 asked why it's wrong to have someone sign for another, and the answer I've heard so far is that your agency looks like a ding-dong if one person signs and another is responsible. Given the PoA example and the everyday occurrence of signing "for" another, Anon31's management probably needs more. If government contracting is unique in this regard, there must be something in the law, the regs, or the case law.

By joel hoffman on Tuesday, February 04, 2003 - 02:09 pm:

We ding-dongs had a system whereby a "substitute" Contracting Officer would sign a modification or delivery/task order, using a title similar to this: "Authorized Contracting Officer, Temporarily Acting in the Absence of the Regularly Assigned Contracting Officer". It seemed to work fine for 20 years. Nobody EVER executed a document "for" anyone else. The contracting community all knew the few PCO's we had. happy sails! joel

By Vern Edwards on Tuesday, February 04, 2003 - 03:14 pm:

Just ask yourself this question: If one CO signs "for" another without sufficient funds, which one violated the anti-deficiency act, the signer or the one the signer signed "for." If you think that the one who signed is the violator, then what sense does it make to put someone else's name under the signature? If you think the one who was signed "for" was the violator, then proceed accordingly. But ask yourself these questions: (1) By what authority can a CO appoint another CO to be his or her personal agent? (2) By what authority can a CO act as the agent of anyone other than the United States of America? Where does it say that on a certificate of appointment? Where does it say that in the FAR?

In Ron's real estate example, the person who has been given power of attorney is the agent of the the home buyer on the basis of the buyer's legal right to delegate power of attorney. What authority does a contracting officer have to appoint personal contracting officers?

I can't believe this conversation.

By Ron Vogt on Tuesday, February 04, 2003 - 04:23 pm:

Joel,
Was your "substitute" contracting officer merely signing in the physical absence of the assigned CO, or did he/she assume all responsibility for the action? From your comment about the scarcity of PCOs, it sounds like the former and it was being done out of convenience, but I don't want to assume anything.
Vern, it sounds like a useful conversation to me. Anon31 had a good question, and I suspect it happens a lot (since he says he is rocking the boat), so the correct answer may not be as obvious as you think. All I'm suggesting is that it seems that someone could sign on behalf of another, in that other's pysical absence, at the other's request and authorization, without having to independently ascertain all of the elements of 1.602-1(b). If yes, then the answer to your question would be that the one who violated the ADA is the one who was signed for, not the signer.
The difference may be between delegating authority and just authorizing someone to perform an administrative act for you, where you had already exercised all of your authority and obligations. Just speculating.

By joel hoffman on Tuesday, February 04, 2003 - 05:06 pm:

Our KO signing an instrument assumed all responsibility for the action, as the KO for the United States. They used their title signature block, "Contracting Officer", with the additional notation described above. Nobody signed "for" someone else, as is often done in internal memos.

I wonder how someone can execute a contractual instrument "for" someone else. But that's what everyone is already arguing about, so I won't get into that. I just offer an alternative solution. happy sails! joel

By Vern Edwards on Tuesday, February 04, 2003 - 08:05 pm:

Ron:

You didn't answer my questions. (1) By what authority can a CO appoint another CO to be his or her personal agent? (2) By what authority can a CO act as the agent of anyone other than the United States of America?

Don't continue the argument unless you are able and willing to advance it.

By Ron Vogt on Wednesday, February 05, 2003 - 01:27 pm:

Vern,
I can do the same thing: By what authority is a CO not allowed to sign "for" another? However, I'll let you continue even if you don't answer ;)

But seriously, nothing says that the issue can only be addressed in the way you have framed it. Good discussions come from exploring alternate angles, not by boxing them in. As far as I can see, the “no” side has not yet cited any law, reg or case, so my question above is equally valid. In fact, AnonJan31 at 9:19 said the same thing: no one had cited any law, but just stated that it was “bad form” to sign for someone.

Now, on to the discussion. Joel's question first: As far as someone executing a contract "for" someone else, it's not unusual. Under the common law, a contract does not need to be signed, and does not even need to be in writing, unless a statute requires it. The assent to be bound just needs to be indicated in some way. Under most statutes of fraud and the UCC, sales of goods over $500 need to be in writing and signed, but even there the requirement of a signing is very broad. Virtually anything satisfies it as long as it indicates the intent to be bound. A letterhead suffices, a typed name, a mark -- all can be sufficient. The point here is, there is nothing sacred about a signature unless a law or regulation requires it.

More importantly, an agent can sign "for" the principal, and the principal will be bound. Nothing formal is needed, just evidence that the principal authorized the agent to sign. The principal is the one bound, not the agent. And certainly in the commercial context, the person executing the contract is doing it as the agent for the company, not for himself. So yes, an agent can sign for a principal who in turn represents the corporation.

Now Vern's questions: Frankly, I don't know, but I think you have framed your questions too narrowly. There may not be a reg that specifically allows one CO to sign for another, but so far no one has cited one that prohibits it either. If the CO who conducted the contract action will be physically away when it needs to be signed, what is wrong with a memo to the file stating that the CO has conducted the required actions, ensured that all requirements of 1.602-1(b) have been met, and authorizes JD to sign in his/her absence? As a parallel, look at the certification for a claim. The signer need not be the one who personally knows the facts; it just has to be someone who has been informed and is satisfied that the facts are accurate. Isn’t the certifier signing “for” the people who actually compiled the claim?

We can’t dismiss this issue by asserting that it is simply too obvious to merit discussion. AnonJan31’s office does it, and I suspect there are others. Why do they do it? Let’s hear it from them. AnonJan31, have they ever stated a justification?

By Vern Edwards on Wednesday, February 05, 2003 - 03:25 pm:

Ron:

Contracting officers have only the authority delegated to them. See FAR 1.602-1(a). That authority generally does not include the power to delegate their authority to others, except as expressly permitted by FAR, e.g., FAR 42.202(a). Nor does it include the power to rely on assertions by others that the requirements of FAR 1.602-1(b) have been satisfied. When you sign you are taking personal responsibility.

See FAR 1.602-2:

"Contracting officers are responsible for ensuring performance of all necessary actions for effective contracting, ensuring compliance with the terms of the contract, and safeguarding the interests of the United States in its contractual relationships. In order to perform these responsibilities, contracting officers should be allowed wide latitude to exercise business judgment. Contracting officers shall --

(a) Ensure that the requirements of 1.602-1(b) have been met, and that sufficient funds are available for obligation;

(b) Ensure that contractors receive impartial, fair, and equitable treatment; and

(c) Request and consider the advice of specialists in audit, law, engineering, transportation, and other fields, as appropriate."

If you are a contracting officer, and if you are signing a contract document in order to obligate the government on the basis of the authority delegated to you, then you are the one who is responsible, not the person who did the negotiating and prepared the file. That's the difference between a contracting officer and a mere contract specialist or contract negotiator.

Your references to common law and the U.C.C. are not pertinent, and your other arguments are, well, let's just say I don't think them valid.

Vern

By anon32 on Wednesday, February 05, 2003 - 03:34 pm:

Ron, you have a goofy sense of "authority". You seem to think that a CO is unrestricted in delegation authority, absent some restraining regulation. A CO is authorized to execute contracts for the US Government. FAR 1.6 and the Federal procurement statutes state that the CO's authority is limited to that specifically granted. You say "nothing prohibits it." That aint the way CO authority flows!!!

I know of no authority for a CO to appoint an agent for them. If there isn't such authority, it is prohibitied.

By Ron Vogt on Wednesday, February 05, 2003 - 04:45 pm:

Folks, these are all valid comments, but I still want to hear from those who are doing it, especially AnonJan31's office.
Furthermore, don't take my comments further than what I said. Nowhere have I suggested unrestrained delegation authority, or that the CO can delegate the authority to carry out the functions in 1.602-1(b). All I'm suggesting is that a CO might be able to delegate the act of executing the contract. That's all. Parts 14 and 15 require the delivery of a "properly executed award document." I'm not suggesting that the assigned CO (CO1 for convenience) can delegate the 1.602-1 responsibilities to another (CO2); just the execution, the signature. CO1 remains the assigned CO, performed all of the 1.602-1 duties, and remains responsible.

I look forward to hearing from AnonJan31 or anyone else whose office allows this.

By anon32 on Wednesday, February 05, 2003 - 05:06 pm:

huh?? You said "...a CO might be able to delegate the act of executing the contract." What specific authority allows this? When you find it, you might make some sense. Because one office "is doing it" doesn't make it legal.

By AnonJan31 on Wednesday, February 05, 2003 - 06:03 pm:

Ron asked why we allow CO's to sign "for" other CO's in their absence. It's for convenience. The document (e.g., a modification) goes out with Jane Doe's name on it and when it comes back for counter-signature, rather than white out her signature block, John Doe signs "for" Jane Doe. The thought is: why waste time to white out Jane's signature block? Both CO's have the same authority level on their warrants.

By anon32 on Wednesday, February 05, 2003 - 06:21 pm:

Because John Doe is signing FOR the United States of America, not FOR Jane Doe. It's not for convenience, it's for laziness.

By Ron Vogt on Wednesday, February 05, 2003 - 08:21 pm:

anon32, notice the word "might." It's more of a question, not an assertion, so go easy on the accusations of not making sense.
AnonJan31, have they said why they think it's permissible?

By cherokee22 on Wednesday, February 05, 2003 - 10:35 pm:

Whether a particular agency or "arm of an agency" is doing it,doesn't matter across what FAR allows you to do or spells out. Just don't do it if it is questionable or open to litigation. Vern's on point, though I do take offense to the term "mere contract specialist or contract negotiator" we all started out somehwere!"

By cherokee22 on Wednesday, February 05, 2003 - 10:44 pm:

That is "somewhere", mea culpa or the judge will have my butt!

By amused on Thursday, February 06, 2003 - 01:35 pm:

In this country everything's open to litigation. The bottom line in my mind is that if you sign a contract action within your authority as the contracting officer you are personally liable and responsible for what you're signing. If you plan on asking someone to act on your behalf in your absence, you are passing the responsibility onto the person who will sign. If someone asks you to sign a document in their absence, you better make sure the document is uptight or it is your butt that's on the line.

By Anonymous on Friday, February 07, 2003 - 09:40 am:

I have to admit, I also don't see the big deal. When I was in the military, I saw people sign for someone all the time, and I see it now as a civilian in a large company. The signer was usually an underling and the boss wasn't available, but there was never any doubt who was issuing the order or directive. No one ever tried to claim that it was the underling who had the original authority. Of course, I wasn't in contracting then, so maybe that's the difference.

What everyone is saying here sounds like a "last one to touch the paper" rule. Whoever puts the actual ink mark on the paper has to be the one responsible, even if the assigned CO did all the work, made all the decisions, accomplished all responsibilities, remains the assigned CO, has his/her name in the signature block, but is physically absent on the right day. Doesn't that elevate form over substance? Now the signer has to duplicate hours, maybe days of work and take over? No wonder our government is a model of efficiency!

Isn't the signature just a formal act that says "this action is completed" not "I'm taking over"?

By Vern Edwards on Friday, February 07, 2003 - 10:10 am:

No. The signature in the contracting officer's block on a contract says that the signer, on the basis of the authority delegated specifically and personally to him by an agency appointing official (see FAR § 1.603-3), verifies that the requirements of FAR § 1.602-1(b) have been met.

Using your logic, any person could sign the contract "for" the absent contracting officer, including a procurement clerk, since the signer is acting only as the absent contracting officer's agent and is not personally responsible for complying with FAR § 1.602-1(b).

Contracting officer authority is delegated to specific human beings, who act as the agents of the United States of America, not as the agents of each other. As agents, they are personally responsible for the use of their delegated authority.

For an illustration of how contracting officers are held personally responsible for what they do or do not do, see the U.S. Comptroller General's decision in the matter of John Martino, B-262168, May 24, 1996. In that case a contracting officer did not check the resonableness of contract option prices before exercising an option. As a result, the agency paid too much for supplies. The agency held the contracting officer personally liable and indebted to the government in the amount of $88,040, which it took out of his salary, accumulated leave, and civil service retirement fund. Mr. Martino appealed to the GAO, which decided as follows:

"Our analysis of the record indicates that the [Panama Canal Commission] followed the applicable statute and regulations in administering the offset. Mr. Martino was provided notice of his indebtedness on March 2, 1994, PCC's intention to administratively offset the debt was provided in a June 14, 1994, letter to Mr. Martino; Mr. Martino was furnished documents on June 20, 1994; and a hearing was held with Mr. Martino present on October 18, 1994.

"Given the limited scope of our review in this case, there is no relief our Office can grant Mr. Martino. As noted above, we conclude that the PCC had a rational basis for assessing liability against him. Moreover, it followed the applicable statute and regulations. Accordingly, the collection action taken through administrative offset was proper and the PCC may proceed through the Office of Personnel Management to collect on its claim against Mr. Martino's Civil Service Retirement and Disability Fund account."

Contracting officers are not clerks.

Do not sign "for" anybody. Do not let anybody sign "for" you.

By Anonymous on Friday, February 07, 2003 - 10:21 am:

Odd. Ron talks as if commercial practice is such that just anyone can make a mark for someone else. In every case I've known where the transaction was of any substance at all anyone other than the responsible party had to show a fairly formal little document with all sorts of seals. Even then, I've seen things get slow for confirmations.

Try walking into a used car dealer's shop and try to sign for the person they have been dealing with without that little formal note if you don't believe this.

By Vern Edwards on Friday, February 07, 2003 - 10:25 am:

By the way--

When it comes to relying on the statements of others that certain required contracting actions have been done, it is perhaps noteworthy that Mr. Martino falsely documented the file that he had checked the option prices for reasonableness. (See: The Nash & Cibinic Report, 2 N&CR ¶ 9, February, 1997.)

Still want to sign "for" others? Even if you are ultimately exonerated, do you want to pay a lawyer?

Do your own work! If someone asks you to sign a contract resulting from a procurement conducted by another contracting officer because that CO will be away, then personally and independently verify that the requirements of FAR § 1.602-1(b) have been met before you sign and then sign over your own name.

By amused on Friday, February 07, 2003 - 10:29 am:

All these stories about the commercial world are great, but the people signing on behalf of others in a privately owned company are not responsible for protecting the public trust like government contracting officers are. I'd hazard a guess that most government contracting professionals who have been entrusted with a warrant understand their liability and responsibility and know that they are taking their professional future in hand when they decide to sign a document. I wouldn't sign a document without understanding that the four corners have been tightened up. It sounds like some out there might. Good luck to them!

By Anonymous on Friday, February 07, 2003 - 12:14 pm:

I certainly hope that the level of knowledge of some "contracting" personnel participating in this thread isn't indicative of federal contracting personnel, in general. Unbelievable!!!!!

By Ron Vogt on Friday, February 07, 2003 - 01:55 pm:

On, come on anonymous. I never said anyone could walk off the streets and sign for someone. You don't make your point by creating something the other side never said. That's called a strawman argument. Assume for purposes of discussion that the original person authorized, in writing another to sign for him.

Black's Law Dictionary says that a signature is the act of putting one's name at the end of a document to attest to its validity. It then goes on to list several things other than a handwritten name that will suffice. It also says "the signature to a deed may be made either by the grantor affixing his own signature...or impressing some other sign or symbol on the paper by which the signature, though written by another for him, may be identified."

Black's also defines the execution of a contract as the performance of all acts necessary to render it complete as an instrument.

Now, I'm holding in my hands a memo that Deidre Lee sent out last year, directing the Army to stop using the manpower reporting clause. It is signed Carol J. Covey for Deidre A. Lee. I guess we can assume that Ms. Lee was out that day. Does anyone think that Ms. Covey had to have the authority to issue that directive before she signed it? Did she have to verify the facts? Was she personally responsible if Ms. Lee was wrong? Did she need to be delegated Ms. Lee's level of authority before she could sign? You know the answers as well as I do. It is Ms. Lee's act, under her authority, and she is responsible for it, not Ms. Covey. Ms. Lee directed the Army to stop using the clause, not Ms. Covey.

That's my whole point. A signature is a symbolic act, a chop on a document, indicating that something is complete. What's important is the act it signifies. As Black's and Ms. Lee's memo indicate, it can be written by another, but it's still your act. Ms. Lee did not delegate her authority; she authorized another mark as her signature.

Vern, your case is interesting but irrelevant. That CO signed his own action, and was wrong. Of course he was held responsible. What I would like to see is a case where the person signing for another is held liable rather than the one who authorized the action, i.e., Ms. Covey held responsible instead of Ms. Lee. Such a case would end this debate and I would gracefully concede.

AnonJan31, where's your office on this? I'm carrying the torch for them and it's getting heavy.

By Vern Edwards on Friday, February 07, 2003 - 02:09 pm:

Ron:

I used the Martino incident to show that contracting officers are personally responsible for their actions. The case is not irrelevant. Moreover, you have not directly answered a single question that I have posed to you.

You have totally destroyed your credibility with me. If you can't see the difference between a signature on a policy letter and a contracting officer's signature on a contract, then you and I are dwell in different dimensions and have nothing in common.

You are being very foolish in carrying the torch "for" AnonJan31's office. See what happens?

By AnonJan31 on Friday, February 07, 2003 - 03:12 pm:

I'm still here. Ron, you asked where's my office on this? I've already stated the simple rationale they've provided me, so I can't clarify their position any more than that. And it's difficult arguing for a position that I don't believe in. But thanks, Ron, on behalf of my office for holding the torch.

I would like to update everyone that my supervisor has agreed that we will no longer sign "for" another CO. I don't think he's completely convinced that there's any merit in my concerns (I think he thinks this is just a DOD thing), but he's agreed since I feel so strongly about this issue.

By AL on Friday, February 07, 2003 - 03:14 pm:

I have been following this thread with some interest, but not commenting, for a couple of reasons. First, I think it's mostly of academic, rather than practical, interest (the Martino-type scenario being the possible exception). In reality, contracting officers are very rarely held to personal account for anything. Heck, they are rarely held professionally accountable for their mistakes. Second, I think Vern and others are generally correct. That is, that it's usually a bad idea for one KO to sign "for" another. It creates issues and questions everyone is better off without. I think it's mostly academic who "the contracting officer" is (with the exception noted above), because the government frequently re-assigns the people and the contracts at different times and for different purposes.

All that said, however, I have to ask a question, primarily of Vern. Is it your position that a person MUST be able to hold a pen and write his or her name to be a contracting officer?

Here's why I ask. Imagine a KO who, for whatever reason, has temporarily or permanently lost the use of his hands. He thoroughly and correctly works up a contract action, ensures that everything is done correctly, and is ready, willing, and able to accept responsibility for the resulting contract. However, he can't sign the page, so he calls over his assistant, and says something like, "I have done all the things I need to do to be satisfied this is the correct thing to do, done correctly, and I want to signify my agreement to and acceptance of the contract on behalf of the United States. Please write my name in the signature block for me." Has he not signed the contract, in the sense of indicating his acceptance/agreement? I think that is o.k., and the KO with the bum hands is THE KO.

And, if you buy that, is it any different if he has perfectly good hands, but is on the phone, hundreds (or even just a few) miles away, and asks the same thing of his assistant?

My point is that there ARE some circumstances where it should be, and I think is, o.k. for another person to actually do the scribbling of a name on the form to execute a contract, and the non-scribbling KO is the responsible KO.

By amused on Friday, February 07, 2003 - 04:03 pm:

And if Martians landed...

By Anonymous@10:21 on Friday, February 07, 2003 - 04:15 pm: