Overview
FAR Subpart 4.1 prescribes the formal requirements for the execution of standard procurement contracts. It establishes the legal necessity of authorized signatures from both the government and the contractor to ensure a binding and enforceable agreement.
Key Rules
- Government Authority: Only a warranted Contracting Officer (CO) has the legal authority to sign contracts on behalf of the United States government.
- Signature Sequence: Under normal circumstances, the contractor must sign the contract first, followed by the Contracting Officer.
- Signature Formatting:
- Individuals: Must sign their own name; if a "Doing Business As" (DBA) is used, specific naming conventions must be followed.
- Partnerships: Must be signed in the partnership name, and the CO must verify the signer’s authority via a list of all partners.
- Corporations: Must sign in the corporate name, followed by "by" and the authorized individual's signature/title.
- Joint Ventures: Every participant in the venture must sign according to their specific entity type (individual, partnership, or corporation).
- Agents: If an agent signs for a principal, they must provide evidence of authority that is "satisfactory" to the Contracting Officer.
- Contract Clause: The clause at FAR 52.204-1 (Approval of Contract) is required if agency-specific procedures mandate a higher level of approval before the contract becomes effective.
Responsibilities
- Contracting Officer (CO):
- Sign the contract on behalf of the U.S. Government.
- Ensure their name and official title are typed, stamped, or printed on the document.
- Verify that the contractor’s representative has the legal authority to bind the firm.
- Obtain necessary documentation for partnerships (list of partners) and joint ventures (authorization to participate).
- Contractor:
- Execute the contract first and ensure the signer is legally authorized to bind the entity.
- Provide evidence of authority if acting as an agent or if requested by the CO for specific business structures.
Practical Implications
- Prevention of Unauthorized Commitments: This subpart protects the government from "unauthorized commitments" by making it clear that only warranted COs can finalize a contract. Any agreement signed by a Program Manager or Technical Representative is legally non-binding.
- Due Diligence in Business Systems: For contractors, this highlights the importance of keeping corporate resolutions and partnership agreements updated. If a CO cannot verify the signer’s authority through the System for Award Management (SAM) or provided documentation, the contract award can be delayed.
- Joint Venture Complexity: In modern "Team-Arrangement" or Joint Venture (JV) bids, this subpart necessitates significant administrative coordination, as every member of the JV must formally sign the document, unlike a prime-subcontractor relationship where only the prime signs.