BNUMBER:  B-279621.2 
DATE:  August 17, 1998
TITLE: Chadwick-Helmuth Company, Inc., B-279621.2, August 17, 1998
**********************************************************************

Matter of:Chadwick-Helmuth Company, Inc.

File:     B-279621.2

Date:August 17, 1998 

Donald E. Sovie, Esq., and Paul Shnitzer, Esq., Crowell & Moring, for 
the protester.
Daniel J. Donohue, Esq., Wickwire Gavin, for Dynamic Instruments, 
Inc., an intervenor.
Rose Trafton, Esq., Department of the Navy, for the agency.
Charles W. Morrow, Esq., and James A. Spangenberg, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST
 
Solicitation requirement that commercial off-the-shelf computer 
indicator power supply (CIPS) operate all the agency's existing test 
program specific software is unduly restrictive, where the requirement 
does not accurately reflect the agency's actual needs that the CIPS 
need only operate software that has the same capabilities as the 
existing software.

DECISION

Chadwick-Helmuth Company, Inc. protests as unduly restrictive the 
terms of request for proposals (RFP) No. N68335-98-Q-0058, issued by 
the Department of the Navy, Naval Air Warfare Center Aircraft 
Division, Lakehurst, New Jersey, for a computer indicator power supply 
(CIPS) to replace the current CIPS model.  

We sustain the protest.

The CIPS is a computer that is a key component of the Navy's vibration 
analysis test set (VATS).  The VATS is an aircraft maintenance system 
used on Navy and Marine Corps rotary wing and fixed wing aircraft to 
perform vibration analysis on certain moving mechanical components on 
the aircraft in order to track and balance those components.  Along 
with the CIPS, the VATS includes, among other things, an 
accelerometer, an optical tachometer, an optical sensing unit, and a 
remote control unit.  In order to perform the vibration analyses, the 
CIPS collects and processes signals from other VATS components by 
operating the individual test program specific (TPS) software for the 
various makes of aircraft.  The TPS software incorporates and 
implements the procedures and instructions to be followed by Navy and 
Marine Corps maintenance personnel in collecting and analyzing data 
for individual aircraft, and the necessary corrective action to repair 
the aircraft.  The VATS, including the current CIPS and TPS software, 
were designed and developed by Dynamic Instruments, Inc.

The RFP, issued on January 29, 1998, was to procure a commercial 
off-the-shelf (COTS) single self-contained automated test instrument 
to replace the current CIPS.  RFP, Attachment 1, Performance 
Specification for Vibration Analysis Test Set-Computer Indicator Power 
Supply,  sec.  1.0.  The RFP contemplated the award of an 
indefinite-quantity, indefinite-delivery contract for a minimum of 27 
units and a maximum of 267 units over a 5-year period.  RFP Schedule 
and amend. 0001, at 2.  The award was to be made to the lowest priced, 
technically acceptable offer on a pass/fail basis, considering the 
technical requirements identified in the performance specification 
incorporated in the RFP.  See RFP  sec.  52.212-2 Evaluation-Commercial 
Items (Tailored). 

Section 1.0 of the Performance Specification states that the "COTS 
automated test instrument shall use all of the existing VATS 
ancillaries, with possible exception of the Printer/Disk Drive Unit . 
. . and add a minimum of new ancillary equipment to the existing VATS 
ancillaries," and that the "COTS automated test instrument shall also 
use all the existing VATS procedures that are defined within this 
document (aircraft specific software) and resolve any system 
performance conflicts from the existing VATS CIPS . . . to the 
replacement CIPS."  Section 1.1 states that the "scope of this 
technical performance specification is the requirement for a COTS 
Automated Test Instrument to replace the VATS CIPS that would use all 
the existing VATS ancillaries:  Accelerometers[,] Cables[,] Kits of 
aircraft specific adapters[,] Optical Tachometer and Magnetic 
Interrupter[,] Optical Sensing Unit[,] Printer/Disk Drive Unit[,] 
Remote Control[, and] Software."  Section 3.9 identifies the TPS 
aircraft specific software that will execute on the CIPS as 15 items 
of TPS software (identified by specific aircraft, VATS software part 
number, VATS software version and date) and a specific calibration 
disk.    

The RFP also states, in pertinent part, that the government "shall use 
one of the aircraft specific software of choice in paragraph 3.9 of 
the Performance Specification" for the preproduction testing.  RFP, 
Addendum to FAR 52.212-4, Preproduction Testing Requirement,  para.  (c).  
Further, the Preproduction Tests provision of the RFP states, in 
pertinent part, that the "preproduction tests shall demonstrate 
compliance to the Performance Specification in the areas of Sensors 
(accelerometer, tachometer, optical sensing unit), Cables identified 
in the Performance Specification . . . and Capability to use the 
software identified in the Performance Specification, Paragraph 3.9."   

On February 24, 1 day before the RFP's closing date for receipt of 
proposals, Chadwick filed an agency-level protest, contending that the 
specifications were unduly restrictive and that only Dynamic's DI-307 
CIPS could meet the RFP's stated requirements.  Specifically, Chadwick 
protested paragraph 1.1 of the performance specification that required 
the new CIPS to use "all" of the existing VATS ancillaries, including 
the TPS software, asserting that many of the interface requirements 
are known only to the Navy and Dynamic.  Chadwick argued that only 
Dynamic, who wrote the TPS software, is capable of rewriting the 
software to run on the specified CIPS processor, and that Chadwick has 
its own proven software for its product lines that could meet the 
Navy's requirements but was unable to submit a proposal in view of the 
requirement for the CIPS to run the existing TPS software.  Following 
a March 13 conversation with the agency, the protester filed 
additional information in support of its agency-level protest on March 
19.  Among other things, the protester requested certain interface and 
function information related to the ancillary equipment, the TPS 
software (source code and documentation), and listed a "schedule of 
deficiencies" allegedly contained in the RFP that needed to be 
addressed in order for offerors to compete intelligently.

Meanwhile, on February 25, the Navy received one offer in response to 
the RFP from Dynamic proposing to furnish its DI-307A CIPS.  On March 
16, the Navy denied Chadwick's agency-level protest.  The Navy awarded 
the contract to Dynamic on March 17.  This protest followed.  
Performance of the contract has been withheld, pending the disposition 
of the protest.

In its protest to our Office, Chadwick reiterates that the performance 
specification is unduly restrictive, particularly the requirement that 
the COTS replacement CIPS run all of the existing VATS ancillaries, 
including the TPS software, and alleges that the specifications are 
written to favor Dynamic's product.  

In preparing a solicitation for supplies and services, a contracting 
agency is required to specify its needs and solicit offers in a manner 
designed to achieve full and open competition, so that all responsible 
sources are permitted to compete.  10 U.S.C.  sec.  2305(a)(1)(A)(i), 
(B)(i) (1994).  A solicitation may include restrictive provisions or 
conditions only to the extent necessary to satisfy the agency's needs.  
10 U.S.C.  sec.  2305(a)(1)(B)(ii).  Where a solicitation provision is 
challenged as unduly restrictive, the procuring agency has the 
responsibility of establishing that the specification is reasonably 
necessary to meet its needs.  ViON Corp., B-256363, June 15, 1994, 
94-1 CPD  para.  373 at 4-5.  The adequacy of the agency's justification is 
ascertained through examining whether the agency's explanation is 
reasonable, that is, whether the explanation can withstand logical 
scrutiny.  Navajo Nation Oil & Gas Co., B-261329, Sept. 14, 1995, 95-2 
CPD  para.  133 at 5.

At a hearing conducted during the course of this protest, Navy 
officials testified that sections 1.0 and 1.1 of the performance 
specification did not and were not intended to require the CIPS to run 
all the existing TPS software listed in section 3.9, but required only 
a duplication of the procedures and algorithms reflected in the 
section 3.9 software; in other words, according to the agency, these 
sections required that the offeror's CIPS be able to run software with 
the same capabilities as the section 3.9 software only, and an offeror 
could satisfy the agency's requirements under the performance 
specification with its own software, instead of the software listed in 
section 3.9, so long as the functions, procedures, process, or 
algorithms did not change from those currently used on the VATS.  
Hearing Transcript (Tr.) at 24-25, 56-57, 72, 74, 79-80, 115, 133-135, 
140-141, 148, 170-171.  Specifically with regard to the calibration 
disc, which was one of the software items listed in section 3.9, Navy 
officials admitted that it was not contemplated that the existing disc 
would be operated by the CIPS because it is outdated, given the 
upgrades to the CIPS, and that the Navy's requirements in this regard 
were merely for "equivalent capability."  Tr. at 133-135.   

Consistent with the foregoing testimony, the Navy argues that the 
protester misinterpreted the specification and the agency's 
requirements.  The Navy asserts that section 1.0 merely states that 
the replacement CIPS must use all the existing VATS procedures, not 
the existing TPS software, and that these procedures are contained in 
the U.S. Navy Helicopter Vibration Analysis, Technical Manual, which 
was an applicable document referenced in the performance 
specification.  Tr. at 25.  Further, the Navy points to the 
presolicitation notice in the Commerce Business Daily (CBD) announcing 
the RFP, which notified offerors that the agency sought a replacement 
CIPS that used "software that provides the same capability as the 
existing software and be compatible with all the existing VATS 
procedures and aircraft specific requirements" as justification for 
this interpretation of the specification.

We do not agree with the Navy's interpretation of this requirement.  
As noted, section 1.0 of the performance specification specifically 
states that the CIPS "shall" use "all of the existing VATS 
ancillaries," specifically including software, and "all  the existing 
VATS procedures that are defined within this document (aircraft 
specific software)."  The CIPS was thus to use "all" ancillaries, 
including software, and "all" existing VATS procedures as defined in 
"this document."  The only reasonable interpretation of the reference 
in this section to "this document" is that it refers to the 
performance specification.  It is clear from the context of the term 
"VATS procedures" that it is defined to be the "aircraft specific 
software" that is designated in the performance specification.  The 
current versions of the aircraft specific TPS software are those 
listed in section 3.9 of the performance specification and the agency 
states that the TPS software "are [the] procedures and instruction for 
the Navy/Marine Corps maintenance personnel."  Agency Report at 4.  
Given the mandatory language in section 1.0 that "all" existing 
ancillaries and VATS procedures be used by the proposed CIPS, we find 
a most reasonable reading of the RFP requires the replacement CIPS to 
use the existing TPS software.  This meaning is confirmed by the RFP's 
preproduction testing requirements, which require the CIPS be tested 
using the current TPS software.  Although the CBD notice reflects that 
the replacement CIPS need only operate software with the same 
capability as the TPS software, a same or similar statement does not 
appear in the RFP.  Consequently, we do not believe that the 
performance specification, as written, reasonably can be interpreted 
to encompass the interpretation that the Navy advances here.

Since the Navy now states that an offeror proposing a COTS CIPS that 
operates software with the same capabilities as the listed TPS 
software will meet its requirements, we find that the specification 
requiring that the CIPS use all existing ancillaries and VATS 
procedures, including the software listed in section 3.9 of the 
performance specification, to be unduly restrictive because it exceeds 
the Navy's actual requirements.[1]    

Chadwick's representative testified that its CIPS has embedded 
software that can satisfy the agency's actual requirements (if it is 
provided the source code and documentation of the existing software), 
although its CIPS cannot operate the TPS software listed in section 
3.9 of the performance specification, and that its COTS CIPS could 
interface with the ancillary items with minimal modification.  Tr. at 
118; Affidavits of William G. Sullivan.  The Navy admits that 
Chadwick's CIPS employing embedded software could meet the agency's 
actual requirements, so long as the capabilities, functions, 
procedures, process, or algorithms of the software did not change from 
those currently used on the VATS.  Tr. at 24, 117; Affidavit of Roger 
Ding at 2.

We note that the Navy could have resolved this matter during the 
agency-level protest procedure.  Even accepting the Navy's position 
that the protester was overreading the specifications and should have 
known that it could have competed despite this specification 
requirement, this issue was squarely raised in the agency-level 
protest, at which time the Navy had the opportunity to so inform the 
protester.

In sum, the RFP specifications, as written, unduly restrict 
competition, and this inhibited Chadwick from submitting a proposal in 
response to the RFP.[2]

Accordingly, we recommend that the Navy amend the solicitation to more 
accurately express its needs as discussed herein, and resolicit the 
requirement consistent with this decision.[3]  If Dynamic is not the 
successful offeror under the resolicitation, the Navy should terminate 
its contract.  We also recommend that the protester be reimbursed the 
reasonable cost of filing and pursuing its protest, including 
reasonable attorneys' fees.  4 C.F.R.  sec.  21.8(d)(1) (1998).  The 
protester should submit its certified claim for such costs, detailing 
the time expended and the cost incurred, directly to the contracting 
agency within 60 days after receipt of this decision.

The protest is sustained.

Comptroller General
of the United States  

1. We recognize that the RFP, as written, primarily contemplated the 
purchase of a CIPS, a piece of hardware with certain capabilities, not 
the purchase or conversion of software; however, the agency recognizes 
that the existing TPS software has to be converted or remodified 
(although it is not clear that this work is included within the RFP), 
Tr. at 76, 180, and that it is not an actual government requirement 
that existing TPS software be operated with the CIPS as required by 
the specification.  Tr. 24-25.

2. While Chadwick also argues that the specifications are unduly 
restrictive for specifying design features unique to the Dynamic COTS 
CIPS, our review reveals that the specifications were based upon the 
Navy's actual needs and does not support this contention.  See Tr. at 
40-41.  Moreover, since we are recommending resoliciting the 
requirements, we need not address the contention that Dynamic's 
proposal was inconsistent with the RFP requirements.

3. As to the list of deficiencies and information sought by Chadwick, 
the Navy disputes that all of the information sought by the protester 
was needed to adequately respond to the RFP, given the level of detail 
contained in the specifications and applicable documents regarding the 
VATS.  Although we are not convinced that all requested material was 
necessary to intelligently prepare a proposal, we think that some of 
the requested information, such as the TPS software, source code, and 
documentation, needed to be provided in order for offerors to 
intelligently respond to the RFP.  Tr. at 51-52, 57, 80-83.  
Nevertheless, we need not resolve this matter since the Navy has 
indicated a willingness to provide additional information and because 
we otherwise sustain the protest.