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  • Question

    What is the requirement for who and how many should sign the RoC on behalf of the JV? Should it be signed by someone from each company making up the JV under the execution and leave the certificate section blank? Where is guidance on RoC?


    Answer

     
    FAR 4.102 deals with Contractor Signatures.  Paragraph (d), dealing with Joint Ventures, provides:  “Joint ventures. A contract with joint ventures may involve any combination of individuals, partnerships, or corporations. The contract shall be signed by each participant in the joint venture in the manner prescribed in paragraphs (a) through (c) above for each type of participant. When a corporation is participating, the contracting officer shall verify that the corporation is authorized to participate in the joint venture.”  (Paragraphs a through c describe the method of signing for individuals, partnerships,  and corporations, respectively.) 
     
    So, whether your Release of Claims has been signed properly depends on the type of legal entity of each member.  In the case of partnerships and corporations, paragraphs (b) and (c) require the contracting officer to ensure that the person signing is authorized by either the partnership or corporation.
     
    Many release of claims forms have a certification to be filled out by an officer of a corporation, certifying that the person signing the form was authorized by the corporation.  (There is not a Standard Form (SF) for Release of Claims.  There is a GSA form, GSA1142, but it does not include the certification.)  If your Release of Claims requires a certification, you should have one for each member of the joint venture that is a partnership or corporation.  In lieu of certification, it may be that separate documentation of authority provided by the partnership or corporation will be deemed sufficient to meet the requirements of FAR 4.102.  If you have further questions, please contact your organization’s legal counsel.
     

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