BNUMBER:  B-281114 
DATE:  December 28, 1998
TITLE: L-3 Communications Aviation Recorders, B-281114, December 28,
1998
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DOCUMENT FOR PUBLIC RELEASE
The decision issued on the date below was subject to a GAO Protective 
Order.  This redacted version has been approved for public release.
Matter of:L-3 Communications Aviation Recorders

File:     B-281114

Date:December 28, 1998

John H. Horne, Esq., and Carl A. Gebo, Esq., Powell, Goldstein, Frazer 
& Murphy, for the protester. 
Philip J. Davis, Esq., and Eric W. Leonard, Esq., Wiley, Rein & 
Fielding, for ARINC, Inc., an intervenor.
Jeffrey I. Kessler, Esq., and Howard J. Bookman, Esq., U.S. Army 
Materiel Command, for the agency.
David A. Ashen, Esq., and John M. Melody, Esq., Office of the General 
Counsel, GAO, participated in the preparation of the decision.

DIGEST

Issuance of a delivery order for engineering and logistics 
capabilities needed to accomplish the C/KC-135 aircraft navigation and 
safety system upgrade, including the procuring and integrating of 
flight data recorders, cockpit voice recorders and emergency locator 
transmitters for all C/KC-135 aircraft, is within the scope of the 
existing contract, where that contract specifically includes such work 
as the integration of new equipment technologies into existing system 
architectures by means of the manufacture, acquisition, assembly and 
installation of necessary equipment.

DECISION

L-3 Communications Aviation Recorders protests the decision of the 
U.S. Army Materiel Command, Communications-Electronics Command 
(CECOM), to issue a delivery order (No. 0003) to ARINC, Inc. under 
contract No. DAAB07-98-D-H502.  L-3 argues that the delivery order, 
for engineering and logistics capabilities needed to upgrade the 
C/KC-135 aircraft with flight data recorders, cockpit voice recorders 
and emergency locator transmitters, is beyond the scope of ARINC's 
contract and that CECOM instead should have conducted a competition 
for the requirement.

We deny the protest.

ARINC's contract was awarded under request for proposals (RFP) No. 
DAAB07-98-R-H002, issued by CECOM on January 8, 1997 as part of its 
Rapid Response to Critical Systems Requirements program.  As explained 
in the solicitation,

     [i]n the past, once a system was extended beyond its originally 
     projected life cycle and Operation and Sustainment Plan, a 
     breakdown of a part(s) would necessitate either a new 
     solicitation to locate a contractor willing to provide the 
     part(s) or often, due to obsolescence of the item, a return to 
     the original manufacturer.  As a result, the required repair(s) 
     was either greatly delayed, excessively priced, or both.  The 
     intent of The Rapid Response To Critical Systems Requirements 
     (R2CSR) Program contract is to provide multiple prime contractors 
     with multiple subcontractors available for quick and less costly 
     solutions.  These solutions may require engineering services, 
     including reverse engineering, acquisitions from vendors, 
     manufacture, integration, installation, studies or analyses.  The 
     critical element is that these contractors will be on contract 
     and, with the variety of Delivery Orders expected, be able to 
     satisfy the Government's needs rapidly and cost-effectively.

RFP, Executive Summary.  

The solicitation specifically provided for award of an 
indefinite-delivery, indefinite-quantity contract (or contracts) for a 
2-year base period, with three 1-year options, for

     engineering and [operation and support] services, providing 
     integrated and effective maintenance and upgrade of systems 
     across all phases of the life cycle.  The contract(s) shall 
     provide a single integrator for the immediate acquisition of an 
     item that is essential to sustain an existing Federal system.  
     Delivery of hardware and software will be in limited quantities 
     to meet immediate [operation and support] needs.

Statement of Work (SOW)  sec.  1.0.  The SOW listed a number of "general 
support requirements which will be definitized in individual Delivery 
Orders," id., including requirements for:  "Technology 
Insertion/Systems Integration," that is, for the contractor to 
"integrate new equipment technologies into existing system 
architectures in accordance with applicable Delivery Orders," SOW  sec.  
3.3.1; to "install equipment into systems in accordance with 
applicable Delivery Orders," SOW  sec.  3.3.2; and to "manufacture, acquire 
and assemble limited quantities of hardware and software in accordance 
with applicable Delivery Orders."  SOW  sec.  3.3.3.  

Offerors were advised prior to issuance of the solicitation that the 
agency projected making multiple awards and that the estimated total 
cost of the procurement would be $1.5 billion.  Pre-Solicitation 
Conference/Advanced Planning Briefing to Industry, Acquisition 
Strategy, January 29, 1998, at 2.  CECOM received six proposals in 
response to the solicitation.  On July 29, 1998, three contracts were 
awarded, to:   ARINC, with a contract ceiling amount of 
$1,413,760,989; Lockheed Martin Integrated Systems, Inc., with a 
contract ceiling amount of $1,782,435,309; and Lear Siegler, Inc., 
with a contract ceiling amount of $1,852,324,738.

The protested delivery order, issued to ARINC under its contract on 
September 15, requires the contractor to provide "engineering and 
logistics capabilities" needed to accomplish the C/KC-135 navigation 
and safety system upgrade, including "technology insertion, 
engineering analysis, design, prototyping, fabrication, testing and 
calibration."  Delivery Order, SOW  sec.  1.1.  In this regard, as noted in 
the underlying operational requirements document, existing C/KC-135s 
were not equipped with cockpit voice recorders or emergency locator 
transmitters, and only 25 aircraft were scheduled to receive 
rudimentary, less capable flight data recorders.  Final Operational 
Requirements Document, KC-135 Cockpit Voice Recorder (CVR), Flight 
Data Recorder (FDR), and Emergency Locator Transmitter (ELT) 
Communications Upgrade,  sec.  1-3.  Accordingly, under the delivery 
order, all C/KC-135 aircraft were to be modified with all three 
systems.  The delivery order provided for the contractor to furnish 
580 upgrade kits--approximately 1 for each aircraft in the 
inventory--at a rate of 20 per month beginning in January 1999.  The 
delivery order, issued on a time-and-materials basis, included an 
estimated total price of $49.6 million for all of the work; based on 
the prices under a subsequent subcontract, the price for fabrication 
of the kits will be [DELETED].

L-3 characterizes the delivery order as one for the acquisition of 
production quantities for an entire fleet of aircraft; it argues that 
such a production buy exceeds the scope of ARINC's contract because 
that contract essentially covers comprehensive engineering and 
operational support services.  Although L-3 acknowledges that the 
contract SOW includes fabrication as one of the tasks that might be 
assigned to the contractor, it notes that the SOW describes the 
quantity of hardware and software to be manufactured and/or acquired 
as only "limited quantities."  SOW  sec.  1.0 and 3.3.3.  L-3 maintains 
that the quantity covered by the delivery order cannot reasonably be 
viewed as "limited."

With certain exceptions not relevant here, the Competition in 
Contracting Act (CICA) requires that full and open competition be 
obtained in government procurements through the use of competitive 
procedures.  41 U.S.C.  sec.  253(a)(1)(A) (1994).  Once a contract is 
awarded, our Office generally will not review modifications to that 
contract, such as task orders, because such matters are related to 
contract administration and are beyond the scope of our bid protest 
function. 4 C.F.R.  sec.  21.5(a) (1998); MCI Telecomms. Corp., B-276659.2, 
Sept. 29, 1997, 97-2 CPD  para.  90 at 7.  An exception to this rule is 
where it is alleged that the task order is beyond the scope of the 
original contract, since the work covered by the task order would 
otherwise be subject to the statutory requirements for competition 
(absent a valid determination that the work is appropriate for 
procurement on a sole-source basis).  MCI Telecomms. Corp., supra; 
Data Transformation Corp., B-274629, Dec. 19, 1996, 97-1 CPD  para.  10 at 
6; Indian and Native Am. Employment and Training Coalition, B-216421, 
Apr. 16, 1985, 85-1 CPD  para.  432 at 2.

In determining whether a task order triggers the competition 
requirements of CICA, we look to whether there is a material 
difference between the task order and that contract.  Sprint 
Communications Co., B-278407.2, Feb. 13, 1998, 98-1 CPD  para.  60 at 6; MCI 
Telecomms. Corp., supra; see AT&T Communications, Inc. v. Wiltel, 
Inc., 1 F.3d 1201, 1205 (Fed. Cir. 1993).  Evidence of such a material 
difference is found by reviewing the circumstances attending the 
procurement that was conducted; examining any changes in the type of 
work, performance period, and costs between the contract as awarded 
and as modified by the task order; and considering whether the 
original contract solicitation adequately advised offerors of the 
potential for the type of task order issued.  Sprint Communications 
Co., supra; Indian and Native Am. Employment and Training Coalition, 
supra; Data Transformation Corp., supra.  The overall inquiry is 
"whether the modification is of a nature which potential offerors 
would reasonably have anticipated."  Neil R. Gross & Co., Inc., 
B-237434, aaaaaaFeb. 23, 1990, 90-1 CPD  para.  212 at 3, cited in AT&T 
Communications, Inc. v. Wiltel, Inc., supra, at 1207.

Here, we conclude that the delivery order is within the scope of 
ARINC's contract.  By focusing on isolated language in the 
solicitation, L-3 has failed to account for the broad, stated purpose 
and resulting scope of the procurement leading to the award to ARINC.  
As noted in the solicitation, the Rapid Response To Critical Systems 
Requirements Program procurement was intended to avoid the necessity 
for issuing solicitations to procure the "engineering services . . . 
acquisitions from vendors, manufacture, integration, installation, 
[and] studies or analyses" required for the "effective maintenance and 
upgrade of systems across all phases of the life cycle," and instead 
to meet the agency's requirements in this regard "rapidly and 
cost-effectively" through the use of "Delivery Orders" issued to 
"multiple prime contractors with multiple subcontractors available for 
quick and less costly solutions."  Executive Summary, SOW  sec.  1.0.  
(Indeed, in its pre-solicitation briefing to potential offerors, the 
agency specifically identified the KC-135 aircraft as an example of 
one of the systems for which support could be procured under the 
contemplated contract.  Technical Requirements, Jan. 29, 1998, at 5.)  
Further, consistent with this broad purpose, the tasks to be performed 
by the contractor were broadly defined to include a wide variety of 
work, such as, of relevance here, the integration of "new equipment 
technologies into existing system architectures in accordance with 
applicable Delivery Orders" and by means of manufacture, acquisition, 
assembly and installation.  SOW  sec.  3.31, 3.3.2 and 3.3.3.  Likewise, 
the announced, estimated value of the procurement--$1.5 
billion--reflected the agency's intention that the contract encompass 
larger scale tasks.

Although the solicitation referred to acquiring "limited quantities" 
of hardware and software, it did not restrict the quantities to a 
particular number of units, and when asked to define the term as 
calling only for prototype quantities, the agency declined to do so.  
Specifically, the agency was asked, "What is the definition of 
'limited production'?  Does this mean only a prototype quantity?"  
Pre-Award Briefing to Industry, Rapid Response To Critical Systems 
Requirements (R2CSR) Support Program, DAAB07-98-R-H002, Questions & 
Answers, No. 49.  The agency responded in writing that "[t]he quantity 
required to fulfill an immediate contract requirement will be 
determined on an individual delivery order basis."  Id.  As noted by 
the agency, to the extent that the term "limited" was defined at all 
in the solicitation, it was defined in terms of the quantity set forth 
in the delivery orders and required "to meet immediate [operation and 
support] needs."  SOW  sec.  1.0 and 3.3.3.[1]  Moreover, we agree with 
the agency that it is reasonable to interpret the term "limited" in 
the context of the dollar value of the expected work; we think a 
quantity of hardware costing [DELETED] reasonably can be viewed as 
limited in the context of a contract, during the award of which 
offerors were advised that the cost of the procurement was expected to 
be $1.5 billion.[2] 

L-3 argues that ARINC's submission in response to a requirement in 
RFP-H502 for offerors to address five sample tasks shows that ARINC 
did not anticipate the acquisition of production quantities under the 
contemplated contract.  In this regard, L-3 points out that in 
response to sample task No. 2, for installation of "a military 
wideband . . . communication subsystem into a military fixed or rotary 
winged aircraft," ARINC proposed to install a single [DELETED] system.  
Sample Task No. 2 Videotaped Presentation.  Likewise, L-3 points out 
that in response to sample task No. 4, for location and qualification 
of sources to construct two different floor panels for the E-3 
aircraft, ARINC stated that it anticipated the issuance of only 
limited quantity delivery orders and indicated that its approach would 
result in identification of sources that can be qualified to produce 
limited quantities.  Sample Task No. 4 Videotaped Presentation.  This 
argument is not persuasive.  As noted above, sample task No. 2 itself 
specified installation of a single subsystem into a single aircraft.  
Likewise, sample task No. 4 itself asked the offeror to "[d]escribe 
how the Offeror would prepare for future delivery of limited 
quantities of the floor panels" for the E-3 aircraft; there are only 
approximately 33 E-3 Sentry Airborne Warning and Control System 
aircraft in the United States inventory.  Thus, the fact that ARINC's 
response to the sample tasks assumed only limited quantities appears 
to have been simply a reflection of the terms of the sample tasks 
themselves, rather than an indication of ARINC's understanding of the 
overall work to be ordered under the contract.  In this regard, 
nothing in the terms of the sample tasks, or of the solicitation as a 
whole, precluded the issuance of delivery orders of the magnitude of 
the order protested here.

We conclude that the issuance of the delivery order for the C/KC-135 
navigation and safety system upgrade was of a nature which potential 
offerors for the Rapid Response To Critical Systems Requirements 
contract would reasonably have anticipated from the terms of the 
solicitation, and that the delivery order therefore is within the 
scope of ARINC's contract.

The protest is denied.

Comptroller General
of the United States

1. The underlying operational requirements document for the C/KC-135 
upgrade  explained the immediate operational need requiring 
acquisition of this equipment.  Specifically, the operational 
requirements documents noted that existing C/KC-135s were not equipped 
with cockpit voice recorders or emergency locator transmitters, and 
only 25 aircraft were scheduled to receive rudimentary flight data 
recorders.  According to the operational requirements document, the 
flight data recorders and cockpit voice recorders were necessary 
because they provide the ability to reconstruct events after an 
aircraft crash or ditching, thereby facilitating the modification of 
procedures and systems to prevent a recurrence, while the emergency 
locator transmitters were necessary because they facilitate 
expeditious rescue in the event of a crash or ditching, thereby 
increasing the survival chances of any survivors.  Final Operational 
Requirements Document, section 1.

2. L-3 questions whether the flight data recorders, cockpit voice 
recorders and emergency locator transmitters to be installed under the 
order come within the stated purpose of the contract, that is, to 
"provide a single integrator for the immediate acquisition of an item 
that is essential to sustain an existing Federal system," SOW  sec.  1.0; 
according to the protester, the "acquisition of an item such as a 
flight recorder is in no way essential to sustain an existing Federal 
system."  L-3 Comments, November 6, 1998, at 6.  However, we find 
nothing unreasonable in the agency's determination that increasing the 
safety of the C/KC-135 aircraft fleet was essential to the continued 
operation of the aircraft.