BNUMBER:  B-262003.2
DATE:  January 25, 1996
TITLE:  Sprint Communications Company, L.P.

**********************************************************************

REDACTED DECISION
A protected decision was issued on the date below and was subject to a 
GAO Protective Order.  This version has been redacted or approved by 
the parties involved for public release.

Matter of:Sprint Communications Company, L.P.

File:     B-262003.2

Date:     January 25, 1996

David S. Cohen, Esq., Carrie B. Mann, Esq., Cohen & White; and George 
Affe, Esq., Ronald Fouse, Esq., and Anthony Cogswell, Esq., Sprint 
Communications Company, L.P., for the protester.
Francis J. O'Toole, Esq., Robert J. Conlan, Jr., Esq., Joseph C. Port, 
Jr., Esq., and Michael L. Shore, Esq., Sidley & Austin; and Nathaniel 
Friends, Esq., and Steven W. DeGeorge, Esq., AT&T Corporation, for 
AT&T Corporation, an interested party.
Carl Wayne Smith, Esq., and H. Jack Shearer, Esq., Defense Information 
Systems Agency, for the agency.
Ralph O. White, Esq., and Christine S. Melody, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

Protest that a sole source award of a 15-month bridge contract to AT&T 
for continued provision of the Department of Defense's 
telecommunications system used in support of command, control, 
communication and intelligence requirements until completion of a 
pending competition is improper is denied where the record shows that 
the agency:  (1) properly justified and published its intent to award 
an interim sole source contract; (2) planned to hold a competition for 
these services by the end of AT&T's existing contract, but was unable 
to complete the planning required to do so; and (3) has reasonably 
concluded that while other offerors might perform portions of the work 
included in the interim contract, the agency's needs would be best 
served by avoiding further piecemeal competitions and continuing its 
plans to competitively award several contracts designed to achieve 
significant economies of scale.

DECISION

Sprint Communications Company, L.P. protests the decision of the 
Defense Information Systems Agency (DISA) to award a sole source 
contract to AT&T Corporation to bridge the gap between the expiration 
of AT&T's Defense Commercial Telecommunications Network (DCTN) 
contract, and the expected award of several competitive procurements 
collectively referred to as the Defense Information System Network 
(DISN) contracts.  Sprint argues that the sole source award of a 
15-month bridge contract is improper, and claims that the agency is 
improperly consolidating additional services onto the contract that 
could be awarded by competition.  In a supplemental protest, Sprint 
argues that the vehicle used to consolidate the additional services 
onto the DCTN contract is a July 14 agreement between AT&T and the 
agency, which, Sprint contends, is an improper sole source letter 
contract.

We deny the protests.

BACKGROUND

The expiring DCTN contract here was awarded to AT&T on March 28, 1984.  
Under the contract, AT&T provides the agency with "a leased, long-haul 
telecommunications system providing end-to-end common user, switched 
voice and video, and dedicated data service in support of DOD 
[Department of Defense] command, control, communication and 
intelligence (C3I) requirements."  WilTel, Inc. v. DISA, GSBCA No. 
12310-P, 93-3 BCA  para.  25,982 at 129,194, 1993 BPD  para.  106 at 3.  The DCTN 
contract initially contemplated a 10-year service life, but because of 
a 2-year delay in implementing the network, the agency (in 1986) 
extended the planned expiration of the DCTN contract from March 1994 
to February 29, 1996.[1]  Currently, DISA estimates that the DCTN 
contains 22,000 switched voice circuits, 200 video circuits, and 5,000 
dedicated, point-to-point circuits.  First Agency Report, Aug. 23, 
1995, at 28.

Since the award of the DCTN contract in 1984, there have been 
substantial changes in the telecommunications industry, including the 
ripple effects of the divestiture of AT&T, and the emergence of new 
technologies involving the blending of the telecommunications industry 
and the information services industry.  As a result, DISA has been 
planning to hold major competitions for each of several segregable 
components of the agency's planned network of information services, 
the so-called DISN contracts.[2] 

As part of the effort to plan for this competitive procurement, the 
agency held a DISN Industry Day on September 30, 1993.  During the 
presentation, attended by approximately 800 representatives of the 
telecommunications industry (including representatives of Sprint), the 
then-Director of DISA provided information about the upcoming 
procurements "to assist industry in planning for further DISA 
acquisitions."  Sept. 1993 DISA Briefing Packet at 1.  On that day, 
DISA announced that the planned competitive procurements would not be 
completed by the scheduled February 29, 1996, expiration of AT&T's 
DCTN contract, and distributed a schedule showing a 15-month extension 
of the contract.  Id. at 45.

On June 29, 1995, the agency published in the Commerce Business Daily 
(CBD) a notice announcing the award of an interim sole source contract 
to AT&T to allow the transition from the DCTN contract to the 
competitively awarded DISN component contracts.  The notice advises 
that the interim award will cover a period of 15 months, from February 
29, 1996, to May 28, 1997.  The notice states that an interim sole 
source contract is justified under 10 U.S.C.  sec.  2304(c)(1) and (c)(6) 
(1994), permitting award without competition where there is only one 
responsible source for the supplies or services, and where a sole 
source award is required for purposes related to national security, 
respectively.  On June 30, the agency formally approved a 
Justification and Approval document (J&A) in support of the contract 
action.  Within 10 working days of the CBD notice, Sprint filed its 
protest with our Office.

The Findings in the J&A

The J&A concludes that a sole source award to AT&T is justified under 
10 U.S.C.   sec.  2304(c)(1), which, as stated above, authorizes the use of 
other than competitive procedures when the supplies or services needed 
by the agency are available from only one responsible source, or from 
a limited number of responsible sources, and no other product will 
satisfy the agency's needs.[3]  In addition, the J&A cites Federal 
Acquisition Regulation (FAR)  sec.  6.302-1(a)(2)(iii), which implements 10 
U.S.C.  sec.  2304(d)(1)(B), permitting the agency to conclude that 
services are 

     "available only from the original source in the case of follow-on 
     contracts for the continued provision of highly specialized 
     services when it is likely that award to any other source would 
     result in (A) substantial duplication of cost to the [g]overnment 
     that is not expected to be recovered through competition, or (B) 
     unacceptable delays in fulfilling the agency's requirements."  
 
FAR  sec.  6.302-1(a)(2)(iii).

In reaching its conclusion, the J&A explains that replacing the 
current DCTN services "requires extraordinary efforts of contracting, 
engineering, implementation, and transition activities which cannot be 
completed by the mandatory contract expiration date."   J&A, June 30, 
1995, at 1.  In addition, the J&A explains that the DCTN provides the 
majority of the communications infrastructure for DOD command, control 
and intelligence information and that the service "provides military 
critical features such as multi-level precedence and preemption, 
network surge capacity, redundancy, survivability and end-to-end 
interoperability on a worldwide basis which are not immediately 
available on other telecommunications networks."  Id. at 3.  Further, 
while the J&A acknowledges that other prospective offerors could 
modify their networks to meet these needs, it states that such 
modifications would be significant, and would require considerable 
expense and time.  Thus, the J&A concludes that the agency may award 
an interim contract to AT&T to permit the agency to complete its 
competition for the DISN component contracts.  

The July 14 Agreement between DISA and AT&T

Approximately 2 weeks after the CBD notice and formal approval of the 
J&A, AT&T prepared a letter to the Director of DISA memorializing the 
results of negotiations between representatives of the company and the 
agency regarding an approach to satisfying the agency's need for 
continuity of services following the February 29, 1996 expiration of 
the DCTN contract.  In this July 12 letter, AT&T states that the 
parties agree that the agency will use AT&T's DCTN contract as the 
DOD's common user network until the contract expires and will award to 
AT&T the transition contract for "continued satisfaction of service 
requirements, consolidation of those requirements, and transition 
support to DISN."  Letter from AT&T to Lt. Gen. Albert J. Edmonds, 
July 12, 1995, at 2 (emphasis added).  In return, AT&T agrees to a new 
pricing schedule for the duration of the DCTN (and the term of the 
transition contract) "reflecting substantial discounts . . . effective 
August 1, 1995."  Id.  DISA agreed to the AT&T letter on July 14, and 
estimates the value of the rate reduction at $2.84 million per month. 

For both the remaining period of the DCTN contract and the period of 
the transition contract, the letter states that AT&T understands, and 
DISA represents, that the agency will use these two contract vehicles 
"as the DOD's common user network for consolidating DOD voice, data 
and video services requirements (switched or non-switched and 
regardless of expected service life) except where prohibited by law."  
Id. at 3.[4]  Finally, the letter states that :  (1) "DISA agrees to 
zealously defend against any protest of the [transition contract] 
award"; and (2) if the agency "is prevented by the courts, or other 
administrative protest bodies, from awarding the [transition] contract 
. . . AT&T has the right to immediately withdraw any tariff filed 
pursuant to this agreement . . . ."   Id. at 5.

On July 17, DISA incorporated much of the July 14 agreement into a 
Communication Service Authorization (CSA) issued by the contracting 
officer modifying AT&T's DCTN contract.  The purpose of the CSA, as 
stated on its face, is "to establish a discount pricing plan based on 
negotiations between AT&T and DISA/DITCO during the week of 10 through 
14 July 1995."  CSA, July 17, 1995 at paragraph 1.  Of particular 
interest is paragraph 13 of the CSA, which repeats the statement in 
the July 14 agreement that the agency will use the DCTN as the DOD's 
"common user network for consolidating DOD, voice, data, and video 
services requirements (switched or non-switched and regardless of 
expected service life) except where prohibited by law."  

In an undated guidance document prepared in late July 1995,[5] the 
DISN Program Manager issued interim instructions to DISA procurement 
personnel expressly requesting that the agreement with AT&T be 
implemented "by issuing an interim policy to use the DCTN contract as 
the first choice for fulfilling customer requirements . . . ."  
Approximately 1 month later, on August 25, DISA issued formal 
procurement policy guidance by memorandum from the Chief of DISA's 
Procurement Management System.  In this memorandum, DISA employees are 
advised that DISA intends to use DOD's common-user system contracts to 
consolidate its requirements.  The August 25 memorandum does not 
reference the AT&T agreement, and does not repeat the guidance that 
the DCTN contract should be the contractual vehicle of first resort 
for new requirements.  

PROTESTER'S CONTENTIONS

Generally, this protest raises:  (1) a challenge to the sole source 
bridge contract DISA intends to award to AT&T and (2) a claim that 
DISA is improperly consolidating additional services onto AT&T's 
existing DCTN contract, and the follow-on bridge contract, in return 
for price concessions set forth in the letter agreement.

Specifically, Sprint's initial protest challenges the agency's 
decision to award a sole source transition contract on the basis that 
the agency wrongly concluded that no other potential offerors could 
provide these services; that the J&A lacks the requisite market survey 
(or an explanation for why a market survey was not performed); and 
that the extension and consolidation of services onto the DCTN and 
transition contracts exceeds the agency's minimum needs.  In its 
supplemental protest, Sprint argues that consolidation of the services 
onto AT&T's existing contract was accomplished via the July 14 
agreement between DISA and AT&T, which Sprint argues is an illegal 
sole source letter contract that:  lacks a proper J&A violates FAR 
restrictions on letter contracts; improperly bars its own termination; 
inappropriately procures services not needed for 7 months; violates 
restrictions involving organizational conflicts of interest; and was 
wrongly awarded without a CBD notice.

TIMELINESS

Both AT&T and DISA argue that Sprint's challenge to AT&T's sole source 
contract is untimely, and should not be considered.  Both argue that 
Sprint has been aware for more than 2 years--i.e., since DISA's 
September 1993 Industry Day Program--that the agency intended to 
procure these services with a bridge contract upon expiration of 
AT&T's DCTN contract.  Under our Bid Protest Regulations, protesters 
are required to file a protest no more than 10 working days after the 
protester knew, or should have known, of the basis for its protest.  4 
C.F.R.  sec.  21.2(a)(2) (1995).  

While we need not set forth all of the arguments forwarded on this 
issue, the record shows that Sprint clearly knew--and has known for 
some time--that the agency intended to extend AT&T's contract to 
permit completion of the pending competition.  We note, for example, 
the Declaration of William J. Broughham, Jr. (Sprint's "Opportunity 
Manager" for DOD telecommunications procurements), dated September 1, 
1994, and filed with the United States District Court for the Eastern 
District of Virginia, wherein Mr. Brougham stated 

     "DISA plans to further extend the DCTN contract with AT&T on a 
     sole source basis until the transitions are completed.  DISA has 
     stated that it will extend the DCTN contract with AT&T at least 
     through the third quarter of FY 1997, through June 1997."

As stated above, the transition contract advertised in the CBD notice 
expires May 28, 1997.  

Notwithstanding the accuracy of Sprint's prior knowledge, and our 
preference for resolving procurement disputes sooner rather than 
later, until the agency actually published its CBD notice of June 28, 
1995, there was no formal action upon which to base a valid protest.  
In situations like this, we have recognized that our review of whether 
a sole source award would be justified, prior to the time of the 
preparation of the J&A, would preempt the decision of the individuals 
statutorily charged by the Competition in Contracting Act of 1984 
(CICA), 10 U.S.C.  sec.  2304(f), with conducting that review in the first 
instance.  EDO Corp., B-224386, Sept. 18, 1986, 86-2 CPD  para.  322.   In 
our view, had Sprint challenged DISA's decision immediately after the 
Industry Day Program, its challenge would have been premature because 
there would have been no formal procurement action to review.  See 
Tri-Ex Tower Corp., B-245877, Jan. 22, 1992, 92-1 CPD  para.  100.  Thus, we 
reject AT&T's and DISA's contention that Sprint's challenge to the 
sole source interim contract is untimely.

ANALYSIS

As explained above, the J&A concludes that no other offeror could 
immediately perform all of the services provided by AT&T without 
incurring substantial costs and causing unacceptable delay.  The J&A 
also explains that the agency was unable to complete the planning 
required to conduct a competition for these services despite 
extraordinary efforts to do so.  As a result, the agency intends to 
award a 15-month bridge contract to AT&T until the agency has 
completed the competition it has already begun for each of four 
significant and segregable components of the services now included in 
the DCTN contract.  Sprint contends that our Office should overturn 
the agency's proposed approach because the agency should have been 
able to complete its planning on time, the J&A lacks a proper 
explanation of why the agency did not perform a market survey, and the 
agency is including certain services on AT&T's contract that could be 
procured through competition.

Because the overriding mandate of CICA is for "full and open 
competition" in government procurements obtained through the use of 
competitive procedures, 10 U.S.C.  sec.  2304(a)(1)(A), this Office will 
closely scrutinize sole source procurements conducted under the 
exception to that mandate authorized by 10 U.S.C.  sec.  2304(c)(1).  Test 
Sys. Assocs., Inc., 71 Comp. Gen. 33 (1991), 91-2 CPD  para.  367, aff'd, 
B-244007.3, Mar. 17, 1992, 92-1 CPD  para.  287; Sperry Marine, Inc., 
B-245654, Jan. 27, 1992, 92-1 CPD  para.  111.  When an agency uses 
noncompetitive procedures under 10 U.S.C.  sec.  2304(c)(1), it must 
execute a written J&A with sufficient facts and rationale to support 
the use of the specific authority, see FAR  sec.  6.302-1; 6.303; 6.304, 
and publish a notice in the CBD to permit potential competitors to 
challenge the agency's intent to procure without full and open 
competition.  See 10 U.S.C.  sec.  2304(f).  Our review of an agency's 
decision to conduct a sole source procurement focuses on the adequacy 
of the rationale and conclusions set forth in the J&A.  When the J&A 
sets forth reasonable justifications for the agency's actions, we will 
not object to the award.  Turbo Mechanical, Inc., B-231807, Sept. 29, 
1988, 88-2 CPD  para.  299.

We first consider Sprint's contention that poor agency planning may 
not be used to justify a sole source procurement.  In this regard, 
Sprint concedes that the agency has expended significant effort in 
planning for a competition at the end of the DCTN contract, but urges 
our Office to:  (1) conclude that the agency's planning was poorly 
conceived and executed; and (2) refuse to permit the agency to justify 
this sole source bridge contract on the basis of planning problems. 

While we need not recite in detail the efforts by the agency to 
attempt a competitive procurement by the February 28, 1996 expiration 
of the DCTN contract, we find that they were extensive, and that they 
were conducted amidst tremendous shifts within the telecommunications 
industry, and amidst shifts in the DOD's own attempts to organize and 
streamline its handling of C3I activities.  Even though we agree with 
some of Sprint's criticisms of the efficiency and effectiveness of 
DISA's planning,[6] we do not agree that these problems force us to 
conclude that the agency's use of a limited sole source bridge 
procurement is impermissible here.  While CICA requires advance 
procurement planning--and does not recognize a lack of such planning 
as a valid justification for a sole source procurement--CICA does not 
require that such planning be successful.  Honeycomb Co. of Am., 
B-225685, June 8, 1987, 87-1 CPD  para.  579.  Here, unlike cases where we 
found a lack of procurement planning,[7] the agency did engage in 
strenuous efforts to plan for competitive awards, but failed to 
achieve its goal by the expiration of the existing DCTN contract.

With respect to Sprint's argument that the J&A prepared in support of 
the sole source bridge contract failed to include a required 
explanation for why there was no market survey, the record does not 
support its claim.  The J&A, in a section entitled "Description of the 
Market Survey Conducted and the Results or a Statement of the Reasons 
a Market Survey was not Conducted," concludes that AT&T is the only 
feasible source for these services after pointing out that any other 
contractor would incur "excessive projected duplicated cost and 
schedule risk to implement the network."  J&A at 4.  Elsewhere, the 
J&A elaborates on these conclusions.  For example, at page 3 the J&A 
states that "[p]rospective offerors would have to significantly modify 
their networks (at considerable expense and time) to meet these needs, 
or else DOD's telecommunications capability to support its daily 
military mission would be greatly reduced."  We note also that the J&A 
recognizes that: 

     "[i]t is technically possible for other service providers to 
     modify their existing networks to provide the critical 
     requirements; however this could only be achieved by expending 
     considerable resources and time.  As the incumbent contractor, 
     AT&T already had the systems in place to provide these services, 
     therefore, no implementation and transition is necessary."

Id. at 3.

In short, our review shows that the J&A did contain a brief statement 
regarding why a market survey was not performed, which was supported 
by other findings in the J&A.  This is both adequate and consistent 
with the statutory exemption relied upon by the agency for its sole 
source decision here--i.e., that award to another source would require 
substantial duplication of cost, or unacceptable delays.[8]  

Consolidation of Services on the DCTN and Transition Contracts

Sprint argues that the sole source bridge contract will include 
services that could have been awarded by competition and that the 
agency is also improperly consolidating services on AT&T's existing 
DCTN contract.  

With respect to the sole source transition contract, Sprint argues 
that the agency can adequately meet its needs by using a piecemeal 
approach to awarding contracts for upcoming C3I needs.  Specifically, 
Sprint points to a handful of other (smaller) DOD common-user 
networks, the award of single circuits via an electronic bulletin 
board process, and other smaller competitions.   Sprint contends that 
the agency's inability to implement a comprehensive competitive 
procurement before expiration of AT&T's DCTN contract should not bar 
DISA from meeting its interim needs using various other contract 
vehicles and smaller competitions.

In our review of procurements under CICA, we have recognized that 
procurements by an agency on a total package basis can restrict 
competition.  The Caption Center, B-220659, Feb. 19, 1986, 86-1 CPD  para.  
174.  However, where it is reasonable to conclude that a procurement 
on a total package basis is necessary to meet the agency's minimum 
needs, we have upheld an agency's decision to procure on that basis.  
Institutional Communications Co., B-233058.5, Mar. 18, 1991, 91-1 CPD  para.  
292.

While the record supports Sprint's contention that the agency could 
hold competitions for some of the services included in the transition 
contract, we think that the agency reasonably adopted a comprehensive 
approach of procuring these services via the DCTN and transition 
contracts while assembling detailed data on the exact requirements for 
each user location for the upcoming competition, as opposed to the 
piecemeal approach urged by Sprint.  The record sets out the benefits 
DOD seeks to achieve in the very near future from an orderly 
transition to competitively awarded contracts designed to achieve 
significant economies of scale.  In addition, as stated above, the 
agency has already prepared RFPs for all four of the major component 
procurements, and has already begun the competition for one of the 
four components.  Thus, we find reasonable the agency's contention 
that the best approach to meeting the agency's needs is to avoid the 
additional burden of piecemeal procurements while the agency prepares 
for its upcoming competition.  See MCI Telecommunications Corp., 
B-257453, Oct. 5, 1994, 94-2 CPD  para.  116.

In its supplemental protest, Sprint mounts a similar challenge to the 
ongoing consolidation of services onto the existing DCTN contract.[9]  
The gravamen of Sprint's complaint is that the letter agreement, 
complete with its price concessions from AT&T, is evidence of an 
improper and unfair arrangement whereby the agency is steering the 
majority of its upcoming C3I needs to AT&T until completion of the 
pending competition.  Sprint argues that the existence of the July 14 
agreement casts doubt on the propriety of the agency's claim that 
procuring these services on a sole source basis from AT&T during the 
15-month interim period will best serve the agency's needs.  In short, 
Sprint is arguing that the agency has "cut a deal" wherein it will use 
a total package approach when such an approach is unnecessary and is 
restricting competition.[10]

As a starting point, our review of the extensive record of DOD's 
policy statements on satisfying its C3I needs while preparing for an 
upcoming competition, the July 14 agreement with AT&T, and the two 
guidance documents issued to DISA procurement personnel after the July 
14 agreement leads us to several factual conclusions related to this 
issue.  First, we find that DOD has, in fact, concluded that it will 
use the DCTN and transition contracts as its preferred common-user 
contracts until it completes the pending competitions.  Second, we 
find that the decision to use AT&T's DCTN and transition contracts to 
procure C3I services, rather than several common-user contracts, 
occurred during the negotiations with AT&T during the week of July 
10-14, 1995.  Third, we find that price concessions from 
AT&T--estimated at approximately $2.84 million per month until award 
of the DISN contracts--may have spurred the decision to consolidate 
C3I services on that contract.  

Sprint contends that this chain of events discloses the real basis for 
DISA's decision to consolidate these services on AT&T's 
contracts--that the agency was motivated by a desire to realize the 
price savings offered by AT&T, and not a desire to streamline the 
upcoming competitive procurements.  While the letter agreement with 
AT&T may reveal the motivating factor behind the agency's decision, we 
conclude that, regardless of the impetus for the agency's decision, 
the procurement approach DISA chose is proper.  The record in this 
case, as well as the previous reports to Congress by GAO, show that 
DISA has had difficulty at times even establishing with certainty the 
number of switches and circuits it has already procured.  We are also 
mindful that the DCTN contract provides the majority of the 
communications infrastructure for all of DOD's C3I services.  J&A at 
2.  Given the importance of this system to national security (see 
Sprint Communications Co., L.P. v. United States, supra, at 9-10, 
citing and adopting the conclusion in Wiltel Inc. v. DISA, supra, that 
the DCTN contract contains functions important to national security), 
the J&A states that the agency must not risk disruption of DCTN 
services by conducting further piecemeal competitions as such 
disruption would cause "unacceptable harm to DOD's communications 
network . . . ."  J&A at 3.  Under these circumstances, we conclude 
that the agency reasonably has decided to consolidate its C3I needs on 
one contract in order to prepare for the pending transition to several 
competitive contract awards.   See MCI Telecommunications Corp., 
supra.

The protest is denied.

Comptroller General
of the United States

1. In July 1994, Sprint filed a lawsuit in the Eastern District of 
Virginia alleging that the agency improperly extended the DCTN 
contract from March 1994 to February 1996, and improperly added 
certain services to the contract.  The court dismissed the action on 
two grounds:  (1) it held that Sprint had not shown actual injury from 
the extension; and (2) it held that Sprint's claim was time-barred by 
the 6-year statute of limitations applicable under the Administrative 
Procedures Act.  Sprint Communications Co., L.P. v. United States, 
Civil Action No. 94-891-A, mem. op. (E.D. Va. Oct. 11, 1994). 

2. The DISN component procurements are set forth in four 
solicitations--three of which are in draft form and are currently 
released for public comment, and one of which has been formally 
issued.  These include solicitations for:  (1) video services, 
including hardware, facilities and software for video transmission; 
(2) network support services, including engineering, logistics and 
planning support; (3) network switch/bandwidth manager services, 
including voice switching and data bandwidth management; and (4) 
transmission services, including synchronous optical network backbone 
and local access circuits.

3. Unlike the CBD notice, the J&A relies only upon 10 U.S.C.  sec.  
2304(c)(1) as a basis for the contract action here, and not upon 10 
U.S.C.  sec.  2304(c)(6), permitting award without competition for purposes 
related to national security.

4. The recognition that DOD will act to consolidate these services on 
the AT&T contract vehicles "except where prohibited by law" is stated 
expressly with respect to the remaining period of the DCTN contract; 
it is not stated with respect to the transition contract.  

5. We conclude that this document was prepared in late July 1995 
because it expressly references the July 14 agreement with AT&T and 
references the expiration of the bridge contract "in 22 months."  
Since the bridge contract expires on May 28, 1997, it appears likely 
this guidance was prepared after July 14 and before August 1, 1995.

6. The General Accounting Office recently issued a report criticizing 
DOD for not effectively planning and managing the DISN program.  See 
Defense Communications:  Management Problems Jeopardize DISN 
Implementation, GAO/AIMD-95-136, July 13, 1995.  In addition, GAO 
stated nearly 3 years ago that DOD would likely be required to award a 
sole source transition contract to AT&T because the agency would not 
be prepared to award a competitive contract for these services.  
Letter Report to Senator John Glenn, Chairman, Committee on 
Governmental Affairs, GAO/IMTEC-93-26R, April 28, 1993.  

7. For example, our decisions in Freund Precision, Inc., B-223613, 
Nov. 10, 1986, 86-2 CPD  para.  543 and TeQcom, Inc., B-224664, Dec. 22, 
1986, 86-2 CPD  para.  700, sustained protests of sole source or limited 
competition procurements where an agency failed to perform advance 
planning.

8. We also note that while Sprint argues that the J&A lacks sufficient 
justification in this area, Sprint does not claim that it could 
provide all of the services sought by the transition contract 
immediately.

9. In this regard, Sprint asserts that the consolidation of ongoing 
services was accomplished via the July 14 letter agreement between 
AT&T and DISA, which, Sprint argues, constitutes an improper letter 
contract.  We reject Sprint's claim that the July 14 agreement is a 
letter contract because the agreement, by itself, does not authorize 
AT&T to perform any services.  The FAR defines a letter contract as a 
"written preliminary contractual instrument that authorizes the 
contractor to begin immediately manufacturing supplies or performing 
any services."  FAR  sec.  16.603-1.  Since we conclude that the July 14 
agreement is not a letter contract, we need not consider Sprint's 
numerous arguments that the agreement violates regulatory controls 
applicable to letter contracts.  Nonetheless, our decision responds to 
the underlying thrust of Sprint's complaint.  

10. Sprint also makes a general argument that the additional services 
to be acquired under the DCTN are outside the scope of that contract.  
The record does not support this assertion.  The DCTN contract is 
broad in terms and scope, contemplating that DOD will order particular 
services within the general categories set out in the contract, as DOD 
deems necessary to meet its C3I telecommunications requirements for 
the duration of the contract.  Sprint has not identified any specific 
services that it believes fall outside the scope of the DCTN contract, 
and we see no other basis in the record to conclude that the services 
the agency plans to acquire under the DCTN are outside the scope of 
the contract.