BNUMBER:  B-275019
DATE:  January 16, 1997
TITLE:  Williams Electric Company, Inc.

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

Matter of:Williams Electric Company, Inc.

File:     B-275019

Date:January 16, 1997

Raymond Fioravanti, Esq., Epstein Becker & Green, P.C., for the 
protester.
Maj. Marvin Gibbs, and Gary M. Parker, Esq., Department of the Army, 
for the agency.
Mary G. Curcio, Esq., David A. Ashen, Esq., and John M. Melody, Esq., 
Office of the General Counsel, GAO, participated in the preparation of 
the decision.

DIGEST

Protest that agency improperly rejected bid as unbalanced is denied 
where bidder's explanation of why certain costs were properly included 
under line items, the price for which the agency considered to be 
enhanced, rather than under other line items the price for which the 
agency considered to be understated, is based on an unreasonable 
interpretation of the solicitation.  

DECISION

Williams Electric Company protests the rejection of its bid as 
unbalanced and the consequent award of a contract to North Landing 
Line Company under invitation for bids (IFB) No. DABT57-96-B-0090, 
issued by the Department of the Army for electrical work involving the 
replacement of crossarms, poles, and transformers at Fort Eustis, 
Virginia.  

We deny the protest.  

The solicitation schedule required bidders to provide a lump-sum price 
for each of four line items:  CLIN 0001/Base Bid, for "Replacement of 
crossarms Feeder 'B'"; CLIN 0002/Optional Bid Item 0001, for 
"Replacement of poles, 85, 86, 87, and 88"; CLIN 0003/Optional Bid 
Item 0002, for "Replacement of poles 8-24, 8-25, and 8-28A";[1] and 
CLIN 0004/Optional Bid Item 0003, to "Replace pad mounted 
transformers, and 15 KV [kilovolt] oil switches, 800 block."  The 
solicitation provided that the award would be based on the total 
aggregate amount of the bid for the base and option items, but that 
any award was subject to the availability of funding.  The Army 
rejected Williams's apparent low bid as unbalanced and made award to 
North on September 30, 1996 for CLIN 0001/Base Bid.

A bid that is based on nominal prices for some work and enhanced 
prices for other work is mathematically unbalanced.  A mathematically 
unbalanced bid cannot be accepted if it is also materially unbalanced, 
that is, if there is a reasonable doubt that an award based on the bid 
will result in the lowest cost to the government.  Sawadi Corp., 
B-265740; B-265741, Dec. 21, 1995, 95-2 CPD  para.  279. 

The bids of Williams and North, and the independent government cost 
estimate (IGCE), were as follows:

CLIN           Williams       North          IGCE

0001           $491,000       $ 99,400       $190,154

0002           $   6,500      $173,000       $207,479

0003           $   6,500      $173,000       $217,853

0004           $303,000       $410,500       $369,310

Total          $807,000       $855,900       $984,796
               
The Army found Williams's bid mathematically unbalanced because it was 
overstated for CLIN 0001 and understated for CLINs 0002 and 0003.  In 
this regard, the Army reports that Williams's prices for CLINs 0002 
and 0003 were not sufficient even to cover the material costs for 
those items, as shown on drawings E-12, E-13 and E-14, which, 
according to the Army, detail the work for CLINs 0002 and 0003.  The 
Army also found Williams's bid materially unbalanced because it was 
unsure if it would exercise any of the options, and Williams's bid was 
low only if all three options were awarded. 

Williams does not dispute that its proposed price for CLIN 0001 was 
overstated and its price for CLINs 0002 and 0003 understated if, as 
the Army contends, drawings E-12, E-13, and E-14 described work that 
should be included under CLINs 0002 and 0003.  Williams argues, 
however, that the work shown on these drawings was work that was 
required to be included under CLIN 0001.  Consequently, argues 
Williams, its bid was improperly rejected.

Where a dispute exists as to the actual meaning of a solicitation 
requirement, our Office will resolve the matter by reading the 
solicitation as a whole and in a manner that gives effect to all 
provisions of the solicitation.  Mobile Medic Ambulance Serv., Inc., 
B-259045, Feb. 15, 1995, 95-1 CPD  para.  92.  

The solicitation included a packet of 17 drawings that detailed the 
work required by CLINs 0001, 0002, and 0003:  Drawing E-1 was an 
electrical distribution site plan; Drawings E-2, E-3, and E-4 
contained photographs of the individual poles; Drawings E-5 through 
E-14 detailed work required by the three CLINs; and Drawings E-15 
through E-17 provided general construction details for the three line 
items.  The electrical distribution site plan (Drawing E-1), which 
showed the electrical system in Fort Eustis, had three distinct areas 
delineated on it:  the Base Bid (CLIN 0001) area, Optional Bid Item 
0001 (CLIN 0002) area, and Optional Bid Item 0002 (CLIN 0003) area.  
The portion of the plan covering each area showed the poles within the 
area that are to be worked on; each pole was followed by two sets of 
parentheses, each containing a number which referenced a drawing where 
additional information related to the poles could be found.  For 
example, the Optional Bid Item 0001 area included the entry "85, 86 
(E-3) (E-11)," indicating that poles 85 and 86 are part of the work to 
be performed under CLIN 0002/Optional Bid Item 0001 and that further 
information related to this work could be found on Drawings E-3 and 
E-11.  

Williams notes that Drawings E-12, E-13, and E-14 were not referenced 
in the parentheses following the poles to be worked on as part of 
Optional Bid Items 0001 and 0002 (CLINs 0002 and 0003).  In addition, 
Williams points out that, while the description in the schedule of 
CLIN 0001 referred to the replacement of crossarms, the descriptions 
in the schedule of CLINs 0002 and 0003 referred only to the 
replacement of poles.  Williams concludes from this that the work 
described on Drawings E-12, E-13, or E-14, which did not include the 
replacement of any poles, should not have been included under CLINs 
0002 and 0003, but instead was properly included under CLIN 0001.  

Williams's interpretation of the drawings is unreasonable.  The only 
solicitation provisions that detailed the scope of the work to be 
performed under each line item were the drawings.  While Williams is 
correct that Drawings E-12, E-13, and E-14 were not referenced in the 
parentheses following the poles to be worked on as part of CLINs 0002 
and 0003, neither were the drawings referenced in the parentheses 
following the poles included under CLIN 0001.  However, it is clear 
from a review of Drawings E-12, E-13 and E-14 that they were meant to 
detail work relating to CLINs 0002 and 0003; the only poles shown on 
these drawings (poles 8-24, 8-25, 8-28, 8-28A, 85, 86, 87, and 88) 
were the poles that are included under CLINs 0002 and 0003 in the 
schedule and on drawing E-1.

Williams argues that, to the extent that there is any inconsistency 
between Drawings E-12, E-13, and E-14 and the descriptions in the 
schedule of each line item, the schedule description governed under 
the solicitation's Order of Precedence clause, which provided that 
"[a]ny inconsistency in this solicitation or contract shall be 
resolved by giving precedence in the following order:  (a) the 
schedule. . . ."  According to Williams, therefore, work for other 
than the replacement of poles--as shown on Drawings E-12, E-13, and 
E-14--was properly included under CLIN 0001 (if not covered by CLIN 
0004), even if the drawings suggested otherwise, because only the 
schedule description of CLIN 0001 referred to non-pole work (not 
associated with CLIN 0004).  Williams's position, however, ignores the 
fact that the schedule description of CLIN 0001 in fact referred to 
work on Feeder B, a transmission line carried on poles other than 
those referenced in the schedule descriptions of CLINs 0002 and 0003.  
In our view, it was unreasonable to assume that work associated with 
poles covered under CLINs 0002 and 0003 was instead to be included 
under CLIN 0001, which covered an entirely different set of poles.

Since Williams thus included the cost of work required under CLIN 0002 
and 0003 under CLIN 0001, Williams overstated its price for CLIN 0001 
and understated its price for CLINs 0002 and 0003.  The Army therefore 
reasonably found that Williams's bid was mathematically unbalanced.

Williams argues that, even if its bid was mathematically unbalanced, 
it should not have been rejected as materially unbalanced because 
there was no reasonable doubt that award to Williams will result in 
the lowest overall cost to the government.  However, the Army reports 
that there was considerable doubt at the end of fiscal year 1996 
whether any funding would be available for this project, and when 
funding was made available on September 29, it was only sufficient for 
award of the base item.  In addition, according to the agency, even 
now there currently is no funding available for the option items and 
it currently has no intention of exercising any of the options.  
Williams notes that the Army advertised the scope of the project as 
between $500,000 and $1,000,000 and requested funding in the amount of 
$984,796.07, arguing that this indicates that the options will be 
exercised within the 9-month period allowed for exercise.  However, 
the amount of the funding request and the advertised scope of the 
project do not refute the agency's position that at the time of award 
there was no funding available for exercise of the options and no 
reasonable expectation of receiving such funding in the time allowed 
for their exercise.  Since Williams's bid would not be low unless all 
three options were exercised, the Army did not have funding available 
at the time of award to exercise the options, and there was reasonable 
doubt as to whether sufficient funding would become available, there 
is no basis to question the Army's determination that there was 
reasonable doubt that award to Williams would result in the lowest 
overall cost to the government.  The Army therefore reasonably found 
that Williams's bid was materially unbalanced, and properly rejected 
the bid.

The protest is denied.

Comptroller General
of the United States
  
1. Although the schedule description of CLINs 0002 and 0003 referred 
to replacement of the specified poles, the drawings showed that the 
poles themselves were to remain, and instead various items related to 
the poles (such as the crossarms and switches) were to be replaced.