BNUMBER:  B-266357
DATE:  February 12, 1996
TITLE:  Sunrise International Group, Inc.

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Matter of:Sunrise International Group, Inc.

File:     B-266357

Date:     February 12, 1996

Ray E. Baker, Sunrise International Group, Inc., for the protester.
Captain Philip T. McCaffrey and William T. Stark, Esq., Department of 
the Army, for the agency.
Paul E. Jordan, Esq., Glenn G. Wolcott, Esq., and Paul Lieberman, 
Esq., Office of the General Counsel, GAO, participated in the 
preparation of the decision.

DIGEST

1.  Agency properly accepted bid submitted under the bidder's trade 
name, instead of the formal corporate name, where the actual bidder's 
identity was so clear that the firm would not be able to avoid its 
contract bid obligations if the bid were accepted.

2.  Agency properly awarded a contract to the low bidder's successor 
in interest where the original bidder sold the entire portion of its 
business embraced by the bid after bid opening and prior to award.  

DECISION

Sunrise International Group, Inc. protests the award of a contract to 
the Ramada Hotel, Warren, Michigan under invitation for bids (IFB) No. 
DAKF61-95-B-0042, issued by the Department of the Army.  Sunrise 
asserts that the award to the Ramada was improper for a variety of 
reasons, including alleged ambiguities regarding the bidder's identity 
and an allegedly improper substitution of bidders.

We deny the protest.

The Army issued the IFB on July 5, 1995, seeking bids to furnish 
meals, lodging, and transportation for applicants to the Military 
Entrance Processing Station in Detroit, Michigan.  The IFB was a 
100-percent small business set-aside for a 1-year base period (October 
1, 1995 through September 30, 1996), with a 1-year option period.  
Four bids were submitted by the August 4 bid opening date.  The 
Ramada, the incumbent contractor, submitted a bid of $409,246.  
Sunrise submitted a bid of $580,799.  The other two bidders were found 
ineligible due to their status as other than small business concerns.

On September 21, the contracting officer contacted Ramada personnel to 
inform them that the contract would be awarded to the Ramada.  At that 
time, the contracting officer was informed that the Ramada had been 
purchased by Four Towers Limited Partnership on August 17.  The 
contracting officer requested that the new owners provide 
documentation substantiating the purchase.  Four Towers provided 
documentation showing that it had purchased the Ramada in its 
entirety, and furnished new representations and certifications.  The 
contract was awarded to the Ramada on September 22.    

Sunrise first protests that the Ramada's bid should have been rejected 
on the basis that it was unclear what entity was bidding.  
Specifically, Sunrise asserts that although the bid was submitted 
under the name of the Ramada Hotel, the City of Warren's licensing 
records show the Ramada's owner, in March 1995, to be "K. Patel," 
while the taxes for the property in 1995 were billed to "Days Hotel."  
Sunrise also complains that the Ramada's bid indicated that the 
company was bidding as a Michigan corporation, but the bid was not 
signed by a corporate officer and the license application indicated 
that the hotel was owned by an individual, not a corporation.  

In general, a contract cannot be awarded to an entity other than the 
one that submitted the bid.  This rule applies in situations where it 
is unclear from the face of the bid which of two or more legal 
entities is the bidder, but it does not automatically prohibit an 
award where, as here, the bidder merely uses a trade name rather than 
a formal corporate name in the bid.  In such instances, the bid may be 
accepted if there is evidence, existing and publicly available at the 
time of bid opening that establishes with reasonable certainty that 
the "actual" bidder would not be able to avoid the contract 
obligations if the bid were accepted.  Sunrise Int'l Group, Inc., 
B-251956, Feb. 8, 1993, 93-1 CPD  para. 114.

Here the bid was signed on behalf of the Ramada Hotel at 30000 Van 
Dyke Avenue, Warren, Michigan, by Rob Zarza, general manager.  The 
agency has furnished documentation that restaurant and hotel licenses 
have been issued to the Ramada at the same address, based on an 
application filed by K. Patel for Ramada.  Mr. Kiran Patel is 
president of KNP Corporation.  Further, the agency has on file a 
standard form that authorizes Rob Zarza to sign on the Ramada's 
behalf, and also identifies the bidder as a Michigan corporation and 
Mr. Patel as its president.  The contract records also contain a 
corporate certificate that identifies Mr. Patel as president of, and 
Rob Zarza as agent for, KNP Corporation.  There is no evidence that 
Mr. Patel or KNP owns or operates any other entity that could be 
asserted as the real party in interest.  On the record here, there is 
sufficient evidence to establish that Ramada is simply a trade name 
under which the legal entity owning the hotel, KNP, is operating.[1]  

Sunrise next protests that award was improper due to the change in 
ownership between the time the bid was submitted and the time the 
contract was awarded.  We disagree.

The transfer or assignment of rights and obligations arising out of a 
bid or proposal is permissible where the transfer is to a legal entity 
which is the complete successor in interest to the bidder or offeror 
by virtue of merger, corporate reorganization, the sale of an entire 
business or the sale of an entire portion of a business embraced by 
the bid or proposal.  J.I. Case Co., B-239178, Aug. 6, 1990, 
90-2 CPD  para.  108; Harnischfeger Corp., B-224371, Sept. 12, 1986, 86-2 
CPD  para.  296.  

Before awarding the contract to the Ramada, the agency obtained 
documentation showing that the entire hotel property had been sold to 
Four Towers, the new owners.  Thus, the entire KNP business that was 
embraced by the bid or proposal, that is, the hotel itself, was sold 
to Four Towers.  On this record, there is nothing objectionable about 
the award to Four Towers.  

Finally, Sunrise asserts that the agency should have found that Four 
Towers was not a small business qualified for award of this contract.  
Our Office has no jurisdiction to review size determinations.  The 
Small Business Act, 15 U.S.C.  sec.  637(b)(6) (1994), gives the Small 
Business Administration (SBA), not our Office, the conclusive 
authority to determine matters of small business size status for 
federal procurements.

The protest is denied.  

Comptroller General 
of the United States

1. While the Michigan tax bill submitted by the protester was 
addressed to a "Days Hotel" located at 30000 Van Dyke Avenue, since 
the Ramada, located at that address, is the incumbent contractor and 
possesses licenses issued in the 
Ramada name, it is evident that the tax records are in error.  
Similarly, notwithstanding Mr. Patel's identification as "owner" on 
the license application, 
it is plain from the agency's records that Mr. Patel is the president 
of KNP corporation, which, at the time, owned the Ramada.