BNUMBER:  B-280676 
DATE:  November 5, 1998
TITLE: Astro Quality Services, Inc., B-280676, November 5, 1998
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Matter of:Astro Quality Services, Inc.

File:     B-280676

Date:November 5, 1998

Johnathan M. Bailey, Esq., Theodore M. Bailey, P.C., for the 
protester.
Barbara Bear, Esq., Department of the Army, for the agency.  
Katherine I. Riback, Esq., and Paul Lieberman, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1.  Request for upward correction after bid opening to add price for 
replacement of kitchen cabinets and countertops was properly denied by 
agency where, based on its mistaken interpretation of the solicitation 
requirements, the low bidder intentionally did not include these items 
in its bid.

2.  Protest that solicitation contained latent ambiguity is denied 
where, read as a whole, solicitation clearly required that bidders 
provide the items at issue.  

DECISION

Astro Quality Services, Inc. protests the determination of the 
Department of the Army to deny Astro's request to correct an alleged 
mistake in its bid under invitation for bids (IFB) No. 
DACA63-97-B-0053.  

We deny the protest.

The IFB, issued on July 16, 1997, was for the rehabilitation of 
buildings 218 and 220 at the Brooks Air Force Base, San Antonio, 
Texas.  The required renovations, as specified in the IFB plans and 
drawings, included wall coverings, lights, cabinets, countertops, door 
refinishing and ceiling fans.  Section 06410 of the IFB, entitled 
custom casework, contained various specifications and requirements for 
cabinets and countertops and stated in pertinent part, at 06410-3, 
that:  

     Casework, including cabinets and counters, shall be flush overlay 
     design and shall be custom built, either at a mill or in-place in 
     the building.  Casework shall be custom grade, and unless 
     otherwise specified, shall be built to the quality standards 
     specified in AWI-02 for cabinets and casework.  Design shall be 
     as indicated on the drawings.

The drawings provided as part of the IFB contained numerous depictions 
and notes pertaining to cabinet and countertop requirements, including 
specifications calling for the removal/demolition of kitchen cabinets 
and countertops.  Drawing sequence No. 17 provides dimension and 
construction details for the kitchen cabinets.  Drawing sequence Nos. 
9, 12, and 14 contain references to the design for new kitchen 
cabinets and countertops.  

Amendment No. 6, issued on August 21, among other things, deleted from 
the IFB section 12390, entitled cabinets and countertops, which 
contains specifications for prefabricated cabinets and countertops.  
Neither amendment No. 6 nor any other amendment provided for any 
change to the IFB plans and drawings with respect to kitchen cabinets 
and countertops, nor made any change to section 06410.  

The IFB called for the submission of only two lump sum entries, one 
for "suite plan" renovations, the other for "studio plan" renovations, 
plus a total bid entry consisting of the sum of these two.  IFB 
Amendment No. 1 at 00010-3.  Eleven bids were received and opened as 
scheduled on June 15, 1998.  Astro submitted the low total bid of 
$568,000.  Subsequent to the bid opening Astro's President spoke with 
the contract specialist and, upon learning the bid prices, expressed 
concern that Astro's bid price was significantly below the other bid 
prices submitted, and 22 percent below the independent government 
estimate (IGE) of $725,386.41.  Contracting Division June 17, 1998 
Memo Requesting Comments.  

Thereafter, by letter dated June 18, Astro requested the agency's 
permission to correct its bid.  Astro stated that it had understood 
amendment No. 6 to mean that the requirement for new cabinets and 
countertops had been eliminated from the solicitation, and that 
therefore it mistakenly eliminated $103,946.15 from its bid price.  
June 18, 1998 Astro Letter to Agency Requesting Correction at 2.  In 
support of its request for correction, Astro submitted an affidavit 
from Astro's estimator and a computer disk with its estimating 
spreadsheets.  Astro contended that its worksheets established that it 
"intended to include an amount for cabinets, but was misled by 
Amendment 0006 into eliminating those costs from its bid."  Id. 

The contract specialist determined that the costs for kitchen counters 
and countertops were in the official IGE and that amendment No. 6 had 
not eliminated the requirement for new cabinets and countertops.  The 
agency determined that Astro's misinterpretation of amendment No. 6 
was a judgment error, not subject to correction and denied Astro's 
request to correct its bid.  The agency also noted that even if Astro 
had established the existence of a mistake that might have been 
correctable, Astro's submissions did not establish what it actually 
intended to bid for cabinets and countertops.  In this regard, the 
agency noted that while Astro requested an upward correction in its 
bid of $103,946.15, its workpapers indicate that it deleted $93,100 as 
a result of amendment No. 6.  July 24, 1998 Agency Decision on Astro's 
Request for Correction.  Accordingly, the agency rejected Astro's bid 
and made award to the next low bidder at $745,000.  

Astro filed this protest with our Office, arguing that it is clear 
from its workpapers that, prior to the issuance of amendment No. 6, it 
intended to bid $93,100 in direct costs for countertops and cabinets.  
Astro now asserts that when its normal mark-ups are applied to this 
figure the total would be $139,946.15, and therefore seeks upward 
correction in that amount.  Protest at 3.  

In order to protect the competitive bid system from abuse, the Federal 
Acquisition Regulation (FAR) imposes a high standard of proof--clear 
and convincing evidence--upon bidders seeking upward correction of 
their bids after bid opening but before award.  The bidder must submit 
clear and convincing evidence that a mistake was made, the manner in 
which the mistake occurred, and the intended price.  FAR  sec.  
14.407-3(a).  Workpapers, including records of computer-generated 
software spreadsheets/worksheets, may constitute part of that clear 
and convincing evidence, if they are in good order and indicate the 
intended bid price, and there is no contravening evidence.  RJS 
Constructors, B-257457, Oct. 7, 1994, 94-2 CPD  para.  130 at 3.  Because 
the contracting agency is vested with authority to correct mistakes, 
and because the weight to be given evidence in support of an asserted 
mistake is a question of fact, we will not disturb an agency's 
decision concerning bid correction unless there was no reasonable 
basis for the decision.  CRK-JVC/Shockley Joint Venture, B-265937, 
Jan. 17, 1996, 96-1 CPD  para.  85 at 5.  Here, the record establishes that 
the Army's decision not to permit correction of Astro's bid was 
reasonable.  

The agency determined that Astro's estimator made a business judgment, 
based on his interpretation that amendment No. 6 deleted the 
requirement for new cabinets and countertops from the solicitation.  
Astro's bid spreadsheets for section 12390 contained $93,100 for 
cabinets and countertops which had been deleted with the note "DELETE 
PER ADDENDUM 6."  Astro's spreadsheet had no prices under section 
06410 custom casework, but contained the note "see section 12390."  
Additionally, the agency determined that there was no indication in 
Astro's spreadsheets that its bid ever included costs for the required 
demolition of cabinets and countertops.  The agency concluded that 
Astro's worksheets simply reflect its decision not to provide new 
cabinets and countertops that are actually required under the 
solicitation.  Astro's position is that while, as a result of 
amendment No. 6, it did not intend to provide any new cabinets or 
countertops in its bid, it should be allowed to correct its bid 
because it is clear from its worksheets how much Astro originally 
intended to bid for new countertops and cabinets.  

Although it does appear that Astro relied on a mistaken interpretation 
of amendment No. 6, it is also quite clear that the firm bid precisely 
the amount it intended.  The kinds of mistakes that may be corrected 
under FAR  sec.  14.407-3 do not include mistaken or erroneous 
interpretations of the solicitation specifications.  Where, as here, a 
bidder discovers after bid opening that it based its bid on a mistaken 
premise, the bidder may not recalculate its bid to arrive at a bid not 
intended before bid opening. McGhee Constr., Inc., B-255863, Apr. 13, 
1994, 94-1 CPD  para.  254; American Dredging Co., Inc., B-229991.2, Sept. 
15, 1988, 88-2 CPD  para.  248 at 3.  Accordingly, the agency reasonably 
determined that it would be improper to permit bid correction here.[1]     

The protester also argues that the solicitation contains a latent 
ambiguity because it is subject to two interpretations, one which 
requires new kitchen cabinets and one which does not.  

An agency's solicitation specifications must be sufficiently definite 
and free from ambiguity to permit competition on a common basis.  An 
ambiguity exists if specifications are subject to more than one 
reasonable interpretation.  Toxicology Testing Servs., Inc., 
B-219131.2, Oct. 28, 1985, 85-2 CPD  para.  469 at 4.  While it is not 
necessary for the finding of an ambiguity that the interpretation of 
the charging party be the most reasonable one, the party is, 
nevertheless, required to show that its interpretation of the 
requirement in issue is reasonable and susceptible of the 
understanding it reached.  Wheeler Bros., Inc.; Defense Logistics 
Agency--Recon., B-214081.3, Apr. 4, 1985, 85-1 CPD  para.  388 at 7-8.  To 
be reasonable, an interpretation must be consistent with the 
solicitation, read as a whole.  Captain Hook Trading Co., B-224013, 
Nov. 17, 1986, 86-2 CPD  para.  566 at 3.  When a dispute exists as to the 
actual meaning of a solicitation requirement, we will resolve the 
dispute by reading the solicitation as a whole and in a manner that 
gives effect to all provisions of the solicitation.  Malkin Elecs. 
Int'l., Ltd., B-228886, Dec. 14, 1987, 87-2 CPD  para.  586 at 4.    
Here, when reasonably read as a whole the solicitation was not, as the 
protester contends, ambiguous as to the requirement for new kitchen 
cabinets and countertops.  While amendment No. 6 deleted section 
12390, containing cabinet and countertop specifications, the IFB 
continued to require bidders to perform the other work called for by 
the specifications (including section 06410 custom casework, section 
02050 demolition) and by the solicitation's drawings.  Astro's 
interpretation of amendment No. 6, as deleting the requirement for 
kitchen cabinets and countertops, is unreasonable because it would 
render meaningless significant portions of these other provisions 
which set forth the solicitation requirements.  

The protest is denied.

Comptroller General
of the United States 

1. We also note that Astro's spreadsheets contain no figure for 
demolition of the existing countertops and cabinets.  Astro contends 
in its comments that its original bid contained an unspecified amount 
for the demolition of cabinet and countertops but that this amount was 
deleted after amendment No. 6.  Astro's September 8, 1998 Comments at 
4.  Even if Astro's original bid did contain some amount for the 
demolition of cabinets and countertops, there is no way to determine 
the exact amount that Astro bid from its spreadsheets.  Further, the 
amount of Astro's claimed mistake has ranged from $103,946.15 to 
$139,946.15.

Astro, for the first time in its comments, also asserts that it 
interpreted section 06410 of the IFB as applying solely to bathroom 
cabinets, and section 12390 as applying solely to kitchen cabinets.  
Protest Comments, September 8, 1998, at 3.   Astro contends that after 
the agency issued amendment No. 6, deleting section 12390 from the 
IFB, it determined that the agency no longer required new kitchen 
cabinets and countertops and therefore deleted $93,100 from its bid.  
Id.  This argument is without merit, and is at odds with Astro's 
actions following receipt of amendment No. 6, when it submitted 
worksheets in support of its mistake claim showing Astro's "$ 0" cost 
entries for section 06410, accompanied by the notation "see section 
12390," with the costs for section 12390 x'd out, accompanied by the 
notation "delete per addendum 6."  See Exhibit 3 (worksheets),  sec.  
06410, 12390, to June 18, 1998 Astro Letter, supra.  The clear meaning 
of these worksheet entries is that Astro did not differentiate between 
the applicability of the two sections and, in any case, whatever its 
understanding in this regard, in response to amendment No. 6, Astro 
deleted from its bid the requirements under both sections.