BNUMBER:  B-274776.2
DATE:  January 31, 1997
TITLE:  Hedgecock Electric, Inc.

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Matter of:Hedgecock Electric, Inc.

File:     B-274776.2

Date:January 31, 1997

Jesse W. Rigby, Esq., Clark, Partington, Hart, Larry, Bond, Stackhouse 
& Stone, for the protester.
Sandra M. Wozniak, John E. Lariccia, Esq., and Marian E. Sullivan, 
Esq., Department of the Air Force, for the agency.
Jacqueline Maeder, Esq., and Paul Lieberman, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

Low bid was properly rejected as nonresponsive where its certificate 
of procurement integrity identified one person as the certifier but a 
different person signed the certifier's name on the certificate; the 
manner of execution of the certificate creates doubt about whether one 
individual representative of the bidder has made an unequivocal 
commitment to satisfy the substantial legal obligations imposed by the 
certificate.

DECISION

Hedgecock Electric, Inc. protests the rejection of its bid and the 
award of a contract to Overstreet Electric Company under invitation 
for bids (IFB) No. F33601-96-B-9009, issued by the Department of the 
Air Force for electrical work at Wright-Patterson Air Force Base, 
Ohio.  Hedgecock's bid was rejected because the individual designated 
as the "certifier" on the certificate of procurement integrity did not 
personally sign that document.  

We deny the protest.  

The IFB, issued July 15, 1996, required bidders to submit the standard 
bid form (SF) 1442 and a bid bond.  Additionally, because the contract 
was expected to exceed $100,000, the IFB, pursuant to Federal 
Acquisition Regulation (FAR)  sec.  3.104-10(a), contained the standard 
certificate of procurement integrity clause found at FAR  sec.  52.203-8.  
That clause implements section 27(e) of the Office of Federal 
Procurement Policy (OFPP) Act, 41 U.S.C.  sec.  423(e) (1994), which 
precludes federal agencies from awarding a contract to a firm unless 
the officer or employee responsible for preparing the offer or bid 
certifies in writing that neither he nor those employees who 
participated in preparing the bid has any information concerning 
violations or possible violations of the OFPP Act, and certifies to 
the veracity of that disclosure.[1]  Mid-East Contractors, Inc., 70 
Comp. Gen. 383 (1991), 91-1 CPD  para.  342.  The certification requirement 
obligates the officer or employee responsible for the bid or offer to 
become familiar with the prohibitions of the OFPP Act, and imposes a 
requirement to make full disclosure of any possible violations of the 
OFPP Act.  Id.  Additionally, the signer of the certificate is 
required to collect similar certifications from all other individuals 
involved in the preparation of the bid or offer.  41 U.S.C.  sec.  
423(e)(1)(B).

The certification clause incorporated in the IFB stated, in pertinent 
part, the following:

     "CERTIFICATE OF PROCUREMENT INTEGRITY

        "(1)  I, [Name of certifier} ____________________, am the 
        officer or employee responsible for the preparation of this 
        offer and hereby certify that, to the best of my knowledge and 
        belief, . . . I have no information concerning a violation of 
        . . . the [OFPP] Act . . . occurring during the conduct of 
        this        procurement . . . .

        "(2) . . . I further certify that, to the best of my knowledge 
        and  belief, each officer, employee, agent, representative, 
        and        consultant of [Name of Offeror] ______________ who 
        has        participated personally and substantially in the 
        preparation or   submission of this offer has certified that 
        he or she is familiar   with, and will comply with, the 
        requirements of . . . [the OFPP] Act . . . , and will report 
        immediately to me any information concerning a violation or 
        possible violation of . . . [the OFPP] Act . . . pertaining to 
        this procurement.

          .    .     .     .     .                    

        "(4)  I agree that, if awarded a contract under this 
        solicitation, the certification required by . . . the Act 
        shall be maintained in accordance with paragraph (f) of this 
        provision.
        _______________________________________________________ 
        [Signature of the officer or employee responsible for the 
        offer and date]

        ________________________________________________________
        [Typed name of officer or employee responsible for the offer]

          .     .     .     .     .                    

        "THIS CERTIFICATION CONCERNS A MATTER WITHIN THE  JURISDICTION 
        OF AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, 
        FICTITIOUS, OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER 
        SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES 
        CODE,SECTION 1001."

Of the nine bids received by the August 22 bid opening, Hedgecock's 
bid of $546,000 was low, and Overstreet's bid was second low at 
$549,183.  Hedgecock's bid contained the signature of Ronald W. 
Hedgecock, who represents that he is the president of the firm.  The 
signature of Ronald W. Hedgecock was also included on the certificate 
of procurement integrity in Hedgecock's bid, which listed Ronald W. 
Hedgecock as the "certifier" and the "offeror or employee responsible 
for the offer," and on the bid form which also represented Hedgecock, 
as the president, as the "person authorized to sign [the] offer."

Overstreet protested to the agency on September 20 and to our Office 
by letter dated September 26, alleging that the signatures on 
Hedgecock's bid, bid bond, and certificate of procurement integrity 
were not the same.  Overstreet noted that it was apparent from a 
comparison of the signatures that the signatures differed and alleged 
that Hedgecock's foreman at Wright-Patterson, Richard Wade, had 
actually executed the bid form (SF 1442) and the certificate of 
procurement integrity using the president's name, and that Ronald W. 
Hedgecock had personally signed only the bid bond.  Overstreet 
submitted three affidavits from former Hedgecock employees stating 
that the signatures on the bid form and on the certificate of 
procurement integrity were not that of Ronald W. Hedgecock.  
Overstreet also submitted examples of Hedgecock's signature from 
company correspondence.  

In response to the protests, the Air Force asked Hedgecock to 
authenticate its bid.  Hedgecock's president, Ronald W. Hedgecock, 
responded by stating that the firm's bid form and certificate of 
procurement integrity were not executed by him personally but by 
Richard Wade, the firm's general superintendent at Wright-Patterson, 
in Mr. Hedgecock's name.  Specifically, the firm's bid documents were 
sent to Richard Wade at Wright-Patterson so that Mr. Wade could 
hand-deliver the bid package to the scheduled bid opening.  However, 
several pages were inadvertently omitted.  When the omission was 
discovered, the missing pages were faxed to Mr. Wade.  Mr. Hedgecock 
verbally authorized Mr. Wade to sign the president's name where 
required on the documents.  Thus, while Ronald W. Hedgecock personally 
signed the bid bond, Richard Wade signed the president's name on both 
the certificate of procurement integrity and the SF 1442.

Because Hedgecock's president, Ronald W. Hedgecock, did not personally 
execute the procurement integrity certificate, the agency determined 
that Hedgecock's bid was nonresponsive and sustained Overstreet's 
agency-level protest.[2]  The agency awarded the contract to 
Overstreet and Hedgecock's protest followed.
 
Hedgecock argues that the signature on the procurement integrity 
certificate is the "personal" signature of Mr. Hedgecock, "affixed to 
the document at his direction for the purpose of expressly and 
personally making the certifications required and with the specific 
intent to firmly and irrevocable bind Hedgecock Electric, Inc. to the 
bid."  The protester argues that Mr. Ronald W. Hedgecock was bound by 
the certification because he authorized Mr. Wade to sign on his behalf 
and that         Mr. Wade acted only as Mr. Hedgecock's "scribe," the 
"extension of Mr. Hedgecock's will, intention and hand . . . ."

In our view, the agency properly rejected Hedgecock's bid because its 
president, who the bid identifies as the individual responsible for 
the bid, did not personally execute the procurement integrity 
certificate included in its bid.

As a result of the substantial legal obligations imposed by the 
certification requirement of the OFPP Act, implemented by the 
certificate of procurement integrity clause, and given the express 
requirement for the certificate to be separately signed, a bid with an 
improperly executed certificate of procurement integrity renders the 
bid nonresponsive.  Mid-East Contractors, Inc., supra; Sweepster 
Jenkins Equip. Co., Inc., B-250480, Feb. 8, 1993, 93-1 CPD  para.  111.  
Specifically, where the manner of execution of the certificate creates 
doubt about whether an individual representative of the bidder has 
made an unequivocal commitment to satisfy the substantial legal 
obligations imposed by the OFPP Act, the bid is nonresponsive.  North 
Central Constr., Inc., B-256839, July 5, 1994, 94-2 CPD  para.  9.

The reason for this rule is that the procurement integrity 
certification imposes on one named individual representative of the 
bidder--the officer or employee of the contractor responsible for the 
bid or offer--a direct obligation to become familiar with the OFPP 
Act's prohibition against certain conduct.  This certificate imposes, 
on the bidder and its representative, a requirement to make full 
disclosure of any possible violations of the OFPP Act and to certify 
to the veracity of that disclosure.  The certifying individual also 
attests that every officer, employee, agent, representative, or 
consultant of the contractor involved in preparation of the bid or 
offer is familiar with the requirements of the OFPP Act, and has filed 
a certification indicating no knowledge of any possible violation.  In 
addition, the certifying individual must represent that all 
individuals involved in the preparation of the bid or offer will 
report any information concerning a possible violation of the OFPP Act 
to the officer or employee signing the certification.  The 
certification provisions also prescribe specific contract remedies for 
a false certification, including withholding of profits from payments 
and terminating errant contractors for default.  These provisions are 
materially different from those to which the bidders otherwise are 
bound.  Mid-East Contractors, Inc., supra; Aerospace Design, Inc., 
B-259350, Mar. 23, 1995, 95-1 CPD  para.  161.

We have recognized that an agent of a bidder may execute the 
certificate in his or her own name so long as he or she is the 
"officer or employee responsible for the offer" and has the actual 
authority to bind the bidder to the legal obligations contained in the 
certificate at the time the bid is submitted.  See Sweepster Jenkins 
Equip. Co., Inc., supra.  However, where the certifier is listed on 
the certificate as an individual different from the agent who actually 
signs the certificate, the bid is nonresponsive because the manner of 
execution of the certificate creates doubt about whether an individual 
representative of the bidder has made an unequivocal commitment to 
satisfy the substantial legal obligations imposed by the OFPP Act.  
Aerospace Design, Inc., supra; North Central Constr., Inc., supra. 

While Richard Wade may have been authorized to sign Hedgecock's 
procurement integrity certificate as an agent of Ronald W. Hedgecock 
and to bind the firm to the terms of the certificate, he was not 
listed on the certificate as the certifier.  Where an agent signs for 
the named certifier in the certificate of procurement integrity, we 
have found that the identity and commitment of the individual who will 
be the focus of the OFPP Act's obligation is unclear, such that the 
failure of the named certifier to personally execute the certificate 
by properly signing it renders the bid nonresponsive.  Metro 
Monitoring Servs., Inc., B-274236, Nov. 27, 1996, 96-2 CPD 
 para.  204; Aerospace Design, Inc., supra.  This is so because the OFPP 
Act, through its implementing regulations, contemplates the execution 
of the certificate personally by the certifier by requiring the named 
officer or employee of the contractor responsible for the bid ("I") to 
certify "to the best of my knowledge and belief" that he or she has no 
information concerning violations or possible violations, and that 
individuals who have participated in the preparation of the offer have 
certified that they are familiar with and will comply with the Act and 
will report immediately to the certifier any information concerning 
violations or possible violations.  Moreover, the making of a false 
certification could render the certifier subject to criminal 
prosecution.  Thus, in our view, the execution of the certificate is 
an act required to be performed personally by the certifier and not 
through an agent of the certifier.  Metro Monitoring Servs., Inc., 
supra.

Since, contrary to the protester's position, Ronald W. Hedgecock, the 
purported certifier, did not personally execute the certificate, we 
cannot say that he certified "to the best of [his] knowledge and 
belief" that he had no information of violations or possible 
violations, and that individuals who have participated in the 
preparation of the offer have certified that they are familiar with 
and will comply with the Act and will report information concerning 
violations to Mr. Hedgecock, as required by the certificate.  Further, 
Mr. Hedgecock's failure to personally execute the certificate creates 
doubt about whether any individual representative of the bidder has 
made an unequivocal commitment to satisfy the legal obligations 
imposed by the OFPP Act and whether a false certification could render 
the certifier subject to criminal prosecution.
  
In sum, the manner in which Hedgecock executed its bid puts into 
question whether the purported signer of the certificate is legally 
subject to the material obligations imposed by the certificate and to 
the penalties that the law provides for violation of the terms of the 
certificate.  Accordingly, Hedgecock's bid was properly rejected as 
nonresponsive.  Metro Monitoring Servs., Inc., supra. 

The protest is denied.

Comptroller General 
of the United States

1. The Federal Acquisition Reform Act of 1996 eliminated the 
procurement integrity certification requirements contained in section 
27(e) of the OFPP Act, 41 U.S.C.  sec.  423(e).  Pub. L. No. 104-106,  sec.  
4304, 110 Stat. 642, 659-665 (1996).  However, the solicitation at 
issue here was issued prior to the effective implementation date of 
the amended provision.  Pub. L. No. 104-106,  sec.  4401, 110 Stat. 678.

2. As a result, our Office dismissed Overstreet's protest on October 
10, 1996.