s military and reconstruction efforts in an active yourself now years after receiving the benefit of agility services the united states is trying to avoid fair payment by saying that the us contracting officers who disbursed u s funds and implementing these task principal submission is that the task order is consistent with coast professional that each of the new task orders are new contracts and those contracts were overwhelmingly issued in the names of u s army entities the project and contracting office for the joint contracting command and not only were they issued in their names they said payment will be provided by a u s army finance office in tennessee so i mean everything else i'm going to original point that i can't find it quite here but look is there a provision in the in december of two thousand and four the united states in its own name the project and contracting office amended the umbrella contract to explicitly remove that limitation that it was a deified funded contract and we say that  is amendment to that contract and i guess what we're trying to figure out is you know we know that the united states contracting officers were serving and contracting officers on behalf of an interim iraqi government and rowland's contracting officers for the united states government i'm not saying even that they blurred the lines that watch if you look at pages eight seventy seven to seventy eight there are appointment papers actually appointed to act in behalf of the united states government be liable for anything under the umbrella contract and so what you need to convince us of is that the task orders themselves somehow establish created separate new contracts and really are you know in addition to that it's the fact that it was treated as a government contractor essentially every point at the point the task orders are signed they are signed in the name of the government and that they are making it for a purpose of the contract disputes act throughout the course of the agreement they are acting as though they are they are principles in that they are you know they are making modifications and amendments that they don't have of liability for the united states is is provision under a section of the concert that says contract provisions of clickable to seize invested iraqi property or development fund of iraq and beginning with task rabbit three we're not talking about those contracts those passports we're talking about ones that were funded with u s funds that by its own terms that waiver doesn't apply to page a sixty six and told all capital letters in bold face type that says those are contract umbrella contract to make it it make possible to spend if i funds i don't i think the bet of inconsistent with the idea that the united states couldn't be liable when it amended the contract to spend u s funds and when it starts signing contracts in its own name it's a payment will be provided by a u s army to finance fruit in tennessee i don't think that that's consistent with the idea that the united states will be liable at that point lamented the contract the contract was amended by the project and contracting office which is a us army group in december of two thousand and four and that is of course after it already issued a couple of dia five hundred contracts one in its own name and from that point forward it was employment problems we can't how really or we can't be sure when actions are taking place to issue orders and things like this where there even if it's coming out of an office that's related to the u s military whether it's the united states that's now having taken over the contract and taken over amending the contract and issuing task orders versus the united states in this particular kind of serving as basically an agent and contracting officer for the a six seventy one a few pages earlier today six sixty six it says and this is under that it says contract provisions applicable to vested in caesar recchi property and development fund of iraq and so by its own terms that provision doesn't apply to us funded contracts that's our principal position but secondly even if it did for some reason when the united states government in its own name was project on contract property amended the kimberley contract in december of two thousand and four and said now we can spend u s funds under this and they started in a sense spending us funds under us task orders if that is inconsistent with the idea that there's going to be a waiver of u s liability when it starts signing contracts in its own name that say payment will provided by originally in a memo or authorization that the u s hands could potentially be used of course for this i'm going to contract your right to talk about using the five times but then i thought there was something before that that suggested there weren't there was a possibility of using us on iraq or if i know what you're talking about because well i mean my recollection is that at least there was an amendment december two thousand and four which  that no and that was made not by the interim iraqi government but by the project and contracting office the united states government did that amendment in its own name it wasn't allowed under the delegation from iraq you can see that a page three seventy provide would be subject to iraqi law that did not mention existing contracts and indeed if you look at page a six sixty there is a reference to a defense for it itself says it's subject to american law and subject to the contract we don't think that there is anything that takes us away from that and on top of all of that as i say you have the government issuing its own name these task force has put us in ten eleven through twenty fifteen through twenty were all issued after the development fund for iraq contracts that's there and black and white all bold letters all capital letters on page eight hundred sixty six and it says it's not subject to the c a t v a there but there's no reason to believe that would apply when the government necessarily translate to those contracting officers having created a binding contract with united states versus the possibility that they're just operating outside of the original contract area well i think  if you look at it in that cone a one on one i don't think that there is a look too and that they are there are you know doing this in the name of the government they are doing it you're doing things are not supposed to be able to do which is spend non deify money they're doing it after the expiration and expires of the delegation expires completely fifteen through twenty test for the fifteenth or twenty were all issued after the delegation expired completion and they're doing things they don't have authority to do which is expand make amendments and expand the total value of the contract i mean test quarter three alone was increased by two hundred and eighty million dollars and by two years it was accepted this isn't so this isn't a football that once contracting ups were due and you have twenty six contracting officers who did all the contracts here and i mean basically there's two ways to look at this case either it is as we say and this is contracting officers doing what they do all day every day day in and day out or it is a group of twenty six contracting officers who are sturrock lee bad agents who are literally exceeding virtually every limitation that is placed on the modest delegation of authority by iraq and i think that between the two of them there's really only one explanation which is that they were acting as principals just like the appointment papers said just like that's a seventy seven eight seventy eight and at seven one hundred twenty you have an internal government document that says this agility is a primary contractor a prime contractor to the united states of america on the contractors no there's two ways i think that it's it's first that it's not plausible that they were acting as that kind of rogue agent without anybody saying a word about it for numerous years including afterwards and again remember when they issued this it wasn't a rogue agent rock rock the implied warranty that they were acting within the scope of their agency and it's covered in our brief but i mean when they're acting when they're saying we can do this and they don't have authority to actually act is that they become liable as a judge and if i could court your honor yes this is a certainly a peculiar context we have here for this case through at least page six six six six seventy one those are all the terms of the contract everything's in there there's a limitation of funds there's a dispute close your honor that mentions that this is not a cd a contract there is a payment clause there's the transition of authority plus it's all in there what the palace are now arguing is that when u s funds were used when the c p a and the iraqi government chose to amend order number four through order hundred of the record on these contracts and later as your honor mentioned it was actually amended formally into the contract in december two thousand and four and the signature was by us contracting officer but all the signatures were done by us contracting the answers they were acting within  trist order number one hundred was issued it changed a lot of the previous order number for now what was order number four or number four had many different things in about contracting with the c p a but one of the key things that has relevance for today is a block that of of contract terms these terms were were cut and pasted out of order number four and pasted into this contract into the umbrella contract and that's where you see pages join at the next page six sixty six all the way through your honour's six seventy one these are terms from order number four these are terms that were amended when order number one hundred came out what  these clauses disappeared from the contract from us funds were were used certainly why these funds these contract clauses are in the contract is irrelevant to the fact that they are in the contract they are bound by that the terms are here now certainly they were amended by order one hundred but they were not removed including the liability costs associated states not liable for anything so you had a situation where would the u s government disputes and why does that make sense why is it logical yawners because at that point the successor in interest on this contract was the interim iraqi government that if the u s was liable to pay the money how can the u s not be  and and so if the congress if the contractor felt like there was a breach of those task orders you're saying they needed to go to the iraqi government to go get money libel on the contractors the because that you mentioned earlier your honor that says if stop page six seventy one the following the transition of authority the united states will not be alive on this contract but it in the u s was supposed was supposed well your honor if we're talking about because we were contracting partners who were we have contractor idiots who you can sue you can't sue a third party under the contract they're not privy to said contract to the extent the united states didn't provide money which is certainly not our case you know we had to pull money back here your honour's then it would be a dispute between the iraqi government and the united states as to why we promise to the arrival of funds to for one of their that point was acting as cost of contract administrator and you know checking the contracts of fraud waste or to use all the things that are responsible to do under the various bodies of the contract and just just circle back to what the contract actually says type of judgment fund or something else that could be used in a similar situation iraqi law hasn't been presented in this case as the board noted so maybe i shouldn't be thinking of the find some right point of when the united states treasury account i made a little cheat sheet and forgot about it here your honor this is page six fifty seven of the record this is a method of watering follows what is very interesting about the kingdom where a case with the coast professional case which deals with g s a federal supply schedule contracts is that they are wholly unlike the vehicle we have here today g s a contracts are granted you know entered into with just say the contractor and then any federal agency may come along and get a an order underneath here we have a method of ordering clause and says the task orders are subject to the terms and conditions of the basic contract and that the basic contract will take precedent in the event of a conflict that any of the task orders here we have a of phone claims was correct on this they said kingdom where does not stand for the general proposition that all task orders are considered contracts as a matter of law and if you look at page one hundred seventy eight of kingdom where you see that the specifically rely on the fact that ethicist contracts are not bound by the terms of the original contract or unlike the situation we have here today tomorrow where this contract specifically says on page sixty seven you must look at the original terms of the contract so they say well we're not very comfortable with this clause that we've already signed maybe we can have a performance fast so they were looking for a way here to make sure that they would actually get paid when it came down to it they were paid zero dollars now there is some dispute over whether they were a certain money for paid too much here or too little there for the money did come for oh so four days after they signed this they were well aware of the situation they were and this is not a surprise that came upon them and of course they're certainly not l exist a company that did not does not exist and never existed certified as a claim here if there is some sort of fraud or false statement made with the certification that could be issues arising over the fact that analogy si that any reman would have to involve figure out who the real party in interest actually is before anyone can actually get a final judgment on the decisions of the board below the december four men yes six seven for the record y the answer the united states put forth to the board mentions that a contractor officer was killed in line of duty here records were destroyed i think there was a warehouse fire destroying records things were perfectly done here your honor but that doesn't create contract department of defense to the task was and in this case the contract specifies that contracting officer has finished your task or doesn't say you know only on behalf of the iraqi government it says contracting officers can do it and other places it says the government can do that and i think that's a term that has to mean the united states in part because the contracting officer is defined as government employees on every contract an officer here was a united states employee and in addition you know there are some and in ty clauses that don't make any sense unless it's a government the united states government being indemnified because it's to indemnify for iraqi finds in iraq isn't going to indemnify itself so i think that it's impossible to say that there's any inconsistency between the u saying we have this umbrella contract here maybe it's with the c p a but we can issue individual task orders under it and there is no inconsistency because it allows the expenditure of us funds those contracts were made by the united states they weren't signed at the c p a they were signed by the progress and contracting office or the joint contracting command both u s army entities that were signed saying payment will be provided by the u s army planet center in tennessee so again there was no inconsistency between the two of them and now the government says take the position that everything done here was done as a u s agent they have to deal with the fact that that agency expired by its own terms in december of two thousand and six and when the government that government of iraq really up that at pa three seventy seven of the joint appendix it said again limited to deify plans and it said this is a limited number of contracts because you have five tons of course were spent by that point and it says it all be wrapped up by two thousand and six but this it was not wrapped up by the end of two thousand and six as i say fifteen through twenty were all issued in two thousand and seven where the government's authority as an agent was completely gone two thousand and eight they increased they increased the total cost of fifteen to twenty and in the two thousand and nine those were done for consistency with the federal acquisition regulation and u s law they weren't done for consistency with iraqi law and they were done at the behest if you look at the audit things that were  only to u s agencies not to iraq and remember at the end rock woodstock he was a rogue agent he said you are indebted to the united states not you are indebted to iraq under these contracts and they said pay the united states treasury at the end of it he said you have c d a remedies remember these when he defended ties all of these passports they look perfectly like united states contracts and there was no authority to the government had there to sign now that they've been acting w forty since two thousand and six and the only explanation is without anyone complaining is that they were really acting as they always do with the united states as a party