When it comes to federal contracting, there are parts that are very detail-oriented. Countless signatures for countless certifications. We certainly empathize with contractors on this aspect of federal contracting. But just because we are empathetic does not mean that a contractor can ignore such requirements. In a recent decision, Revelations Counseling & Consulting, LLC v. United States, 180 Fed. Cl. 721 (2026), the Court of Federal Claims (COFC) made it very clear: Where the solicitation says sign the certification and include it in the proposal, sign it and include it in the proposal. Anything less and not only should you expect a rejection, the agency is often required to reject the proposal. In this case, the certification was a VA limitations on subcontracting clause that has cropped up multiple times lately in our practice and is an important part of small business contracting. We look at that decision today.
On August 27, 2025, the VA issued a solicitation for call center staffing that it set aside for SDVOSBs. Three separate times in this solicitation, the VA instructed offerors to include the certification from VAAR 852.219-75, for VA Notice of Limitations on Subcontracting—Certificate of Compliance for Services and Construction. Two other rules (VAAR 819.7003 and VAAR 819.7004) require that this certification be completed by offerors on SDVOSB set asides. Twice in the solicitation’s instructions, the VA stated that the offeror needs to complete and sign the certification. Revelations Counseling and Consulting, LLC (Revelations), submitted its proposal on September 15, 2025. In its proposal, in Volume III, the company included the following language: “In accordance with VAAR 852.219-75, Revelations certifies that if awarded the contract, it will comply with the limitations on subcontracting requirement as provided in the solicitation and the resultant contract.”
However, that is not the requirement of VAAR 852.219-75. That regulation reads, in relevant part:
Offeror completed certification/fill-in required. The formal certification must be completed, signed and returned with the offeror’s bid, quotation, or proposal. The Government will not consider offers for award from offerors that do not provide the certification, and all such responses will be deemed ineligible for evaluation and award.
Certification
I hereby certify that if awarded the contract, [insert name of offeror] will comply with the limitations on subcontracting specified in this clause and in the resultant contract. I further certify that I am authorized to execute this certification on behalf of [insert name of offeror].
Printed Name of Signee:
Printed Title of Signee:
Signature:
Date:
Company Name and Address:
As the COFC observed, “Revelations did not include the full text of the VAAR provision, or even the full text of the final certification block, and entirely omitted the authorization clause.” There further was no signature affixed to or otherwise connected to the certification language provided by Revelations. The VA then rejected Revelations’ proposal specifically for failing to complete and sign VAAR 852.219-75. Revelations, in turn, filed a complaint with the COFC.
For the COFC, the question was simple: “did the VA properly reject Revelations’ proposal for failing to comply with VAAR 852.219-75 — and related Solicitation provisions — or did the VA act arbitrarily and capriciously in rejecting Revelations’ proposal because any error or omission in Revelations’ putative certification was immaterial?” The COFC observed that a material solicitation requirement is one that is express in the solicitation and that serves a substantive purpose. A substantive purpose means that something is important to the government, is binding on the offeror, or has some material impact on the bid. Getting straight to the point, the COFC noted that “mandatory minimum requirements are per se material.” When the solicitation expressly provides that acceptance or rejection of a proposal depends on adherence to a particular requirement, it is by definition material. Indeed, where the solicitation language states that a failure to comply requires exclusion, the agency can’t waive a failure to comply.
The inclusion of VAAR 852.219-75 in the solicitation made it expressly clear that offerors needed to include the formal certification. The regulation itself states that offers that do not provide the certification will be rejected. The solicitation also made it clear multiple times that the formal certification must be submitted. As the COFC put it, “this Court cannot imagine how the Solicitation could have made it any clearer that offerors must submit the formal certification to be considered for award.” Even if the solicitation hadn’t expressly stated that the certification was required, the purpose of the formal certification, “to reduce the possibility that a contractor violating the Limitations on Subcontracting can later contend that it was somehow unaware of the compliance requirements,” was clearly material anyways.
As for whether Revelations’ submission sufficed to meet the requirement, the COFC concluded it was not. Now, the COFC did note that it wasn’t sure one way or the other that the offeror had to include the entire text of VAAR 859.219-75 in the proposal. Indeed, it didn’t make a decision on that question. That said, the Court did note that because Congress wanted the VA to ensure compliance with the limitations, it would be reasonable for the VA to want the whole text. “Including the entire provision is a more surefire way of proving that the signee actually read and understood what the contactor agreed to.”
In any case, it didn’t matter as Revelations’ failure to include the authorization clause and failure to sign the certification settled the matter. While the company argued that its failure to include the last line of the formal certification, that the certifier is authorized to bind the offeror, is immaterial, the COFC did not accept this argument. Revelations asserted that it does not matter whether someone executes the clause with authority or not. But, as the COFC noted: “Whether or not the government would actually indict or otherwise pursue the unauthorized certifier is irrelevant… When the executed certification contains the authorization clause, the government has a greater assurance that the offeror will actually be bound because the certifier makes himself or herself vulnerable to civil and criminal liability.”
Even if the language had been provided, the failure to sign the certification further was fatal to Revelations. As the Court put it, “What is also clear to this Court is that an offeror must submit a certification with an independent and specific signature affirming the signee’s understanding and acceptance of the certification, and the consequences of non-compliance or breach.” Revelations’ argument that the solicitation did not define what “signed” means was viewed with great incredulity by the COFC. The regulation has a signature block, if a signature elsewhere sufficed, what would be the point of the signature block? The regulation commands that the certification be signed, if any other signature would do then what would be the point of that? As the COFC also noted: “The individualized signature makes it far more likely that the signee has read and accepted the terms of VAAR 852.219-75 and would likely make it far easier to prosecute violators — two of the primary aims of the amended Limitations on Subcontracting.” The COFC also dispatched with an argument that a signature of the formal certification at award would address the issue. This is about the agency demanding compliance with the requirements of a proposal.
The COFC’s decision here is not surprising, and is a powerful reminder that these sorts of seemingly tedious formalities matter, even if an offeror doesn’t see the importance. If the solicitation says sign this certification and include it in the proposal, sign the certification and include it in the proposal. Is it a pain? Sure. But do it anyways.
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