TITLE:  Lucent Technologies World Services Inc., B-295462, March 2, 2005
BNUMBER:  B-295462
DATE:  March 2, 2005
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   Decision

   Matter of:   Lucent Technologies World Services Inc.

   File:            B-295462

   Date: March 2, 2005

   Kelley P. Doran, Esq., William A. Shook, Esq., G. Matthew Koehl, Esq., and
Mark E. DeWitt, Esq., Preston Gates Ellis & Rouvelas Meeds, LLP, for the
protester.

   David S. Cohen, Esq., John J. O'Brien, Esq., and Rowena Laxa, Esq., Cohen
Mohr, LLP, for Sepura Ltd., an intervenor.

   Raymond M. Saunders, Esq., Maj. Frank A. March, and Maj. Gregory R.
Bockin, Department of the Army, for the agency.

   Jonathan L. Kang, Esq., and Michael R. Golden, Esq., Office of the General
Counsel, GAO, participated in the preparation of the decision.

   DIGEST

   Protest challenging agency's exclusion of an offeror from participation in
a procurement is denied where the agency reasonably determined that the
protester has an organizational conflict of interest arising from its
preparation of technical specifications used by the agency in the
solicitation. 

   DECISION

   Lucent Technologies World Services Inc. protests its exclusion from
participation in the competition under request for proposals (RFP) No.
W914NS-05-R-9003, issued by the Department of the Army for Terrestrial
Trunked Radio (TETRA) devices for use in the agency's Advanced First
Responder's Network (AFRN) in Iraq.

   We deny the protest.

   BACKGROUND

   The RFP anticipated the award of an indefinite-delivery,
indefinite-quantity contract for TETRA devices, which consist of wireless
radios and ancillary equipment that incorporate the TETRA communications
standards used by emergency first responder personnel. 

   Lucent is the design/build contractor for the agency's Iraq Reconstruction
Communication Sector (IRCS) contract, which requires "complete
design-build services and procurement for communications design,
construction, demolition, and rehabilitation services."  Protest at 3. 
Task Order 2 of the IRCS contract required Lucent to validate conceptual
designs for the AFRN, assess existing communications infrastructure, and
design the Phase I AFRN systems and architecture "using an approach that
will allow the earliest delivery of a fully functioning nationwide
integrated, secure, network."  Agency Report (AR), Tab 10, IRCS Task Order
2, at 3. 

   IRCS Task Order 2 also required Lucent to prepare a cost/benefit analysis
of potential technologies for use in AFRN.  See Protester's Comments, Exh.
3, E-mail from Agency to Lucent Regarding Task Order 2 (May 23, 2004). 
Lucent considered TETRA and two other potential alternative communications
technologies for use in the AFRN, and solicited price and technical quotes
from vendors.  Protester's Comments at 5.  Lucent also consulted the
published standards for TETRA technology.  Id.  In its cost/benefit
analysis of the competing technology standards, Lucent recommended that
the TETRA technology be adopted for the AFRN.  Protester's Comments at 7. 
The agency accepted Lucent's recommendation and IRCS Task Order 2 was
subsequently modified to require Lucent to develop a solicitation for the
procurement of the TETRA devices.  Protester's Comments,
Exh. 10, IRCS Task Order 2, Mod. 2, at 2-3.  Lucent prepared "Schedule D
-- Statement of Work," which set forth the technical specifications for
the TETRA devices, and submitted it to the agency on July 22, 2004.  AR,
Tab 18. 

   The agency issued the initial RFP on October 26, 2004.  An agency
technical representative stated that he prepared the initial RFP
requirements based on technical specifications found on computer files
residing on the agency's local area network.  Agency Technical
Representative Decl., Jan. 3, 2005, at 1.  These specifications were less
detailed than those in Lucent's Schedule D, and the parties agree that
these specifications were not supplied by Lucent or based on Lucent
specifications. 

   The agency received questions from offerors regarding the TETRA device
specifications in the initial RFP, including one from Sepura Ltd. that
observed that the RFP "device specifications" appeared to have been based
on a specific Motorola design, and asked whether the procurement was
restricted to Motorola specifications.  AR, Tab 17, E-Mail from Sepura to
Agency Technical Representative (Oct. 29, 2004).  Following these
questions, the agency suspended the RFP. 

   The agency asked Lucent to assist in responding to the offerors' questions
and ensuring that the technical specifications in the initial RFP were
appropriate for use in the AFRN.  Lucent refused, however, citing its
intent to submit a proposal to provide the TETRA devices.  Contracting
Officer's Statement at 1; Agency Technical Representative Decl. at 2.  The
agency's technical representative sought assistance from contracting
personnel for the AFRN portion of the IRCS contract, and was provided
Schedule D, Lucent's specifications for the TETRA devices.  Schedule D
became the basis for the technical specifications that were issued in the
revised RFP on November 4.  RFP amend. 2, at 3-10.  This revised RFP
incorporated several changes to the TETRA device specifications, which the
agency states were intended to increase competition by removing
requirements that were perceived as vendor-specific.  Agency Technical
Representative Decl. at 2 ("I then reviewed the specifications, and
removed any items which were vendor specific, such as exact sizes, button
configurations, etc.")

   The contracting officer notified Lucent on November 5, 2004 that she had
determined that the firm had an OCI under FAR S 9.505-2 that prohibited it
from receiving the award of the TETRA device contract.  AR, Tab 4, Initial
Exclusion Notice.  Lucent responded to the notice on November 10, seeking
details regarding the basis of the OCI determination.  AR, Tab 5.  The
contracting officer issued a "Final Determination" on November 16,
confirming that Lucent was prohibited from participating in the TETRA
device competition because the agency found an OCI under FAR S
9.505-2(a)(1) arising from Lucent's work under the IRCS contract.  AR, Tab
8.  This FAR provision states:

   If a contractor prepares and furnishes complete specifications covering
nondevelopmental items, to be used in a competitive acquisition, that
contractor shall not be allowed to furnish these items, either as a prime
contractor or as a subcontractor, for a reasonable period of time
including, at least, the duration of the initial production contract.

   The agency awarded the contract to Sepura on November 24, and this protest
followed.

   DISCUSSION

   Lucent argues that its exclusion from the competition was unreasonable
because the contracting officer improperly relied upon the authority in
FAR S 9.505-2(a)(1) in determining that Lucent had an OCI.  In particular,
Lucent argues that
FAR S 9.505-2(a)(1) applies only to "complete specifications" for
"non-developmental items" (NDI), and that those definitions do not apply
to Lucent's activities here.  Lucent also argues that the agency failed to
reasonably determine whether Lucent could actually benefit from the
alleged OCI or skew the competition in its favor.  Finally, Lucent
contends that the agency failed to consider whether exemptions under the
FAR or other factors mitigated the OCI so as to render Lucent's
participation in the competition appropriate. [1]

   The FAR instructs agencies to identify potential OCIs as early as possible
in the procurement process, and to avoid, neutralize, or mitigate
significant conflicts before contract award so as to prevent unfair
competitive advantage or the existence of conflicting roles that might
impair a contractor's objectivity. 
FAR SS 9.501, 9.504, 9.505; PURVIS Sys., Inc., B-293807.3, B-293807.4,
Aug. 16, 2004, 2004 CPD P 177 at 7.  The responsibility for determining
whether a contractor has a conflict of interest and should be excluded
from competition rests with the contracting officer, who must exercise
"common sense, good judgment and sound discretion" in assessing whether a
significant potential conflict exists and in developing appropriate ways
to resolve it.  FAR SS 9.504, 9.505; Aetna Gov. Health Plans, Inc.;
Foundation Health Fed. Servs., Inc., B-254397, et al., July 27, 1995, 95-2
CPD P 129 at 12.  We will not sustain a protest challenging an agency's
determination that a contractor should be excluded from a procurement
based on an OCI unless that determination is shown to be unreasonable. 
SSR Eng'rs, Inc., B-282244, June 18, 1999, 99-2 CPD P 27 at 2. 

   Identification of the OCI

   Lucent argues that the contracting officer's reliance on FAR S 9.505-2
renders the OCI determination unreasonable, as certain factual predicates
of that provision are missing here.  Lucent contends that it did not
provide "complete specifications" for the TETRA devices, and that the
devices are not NDI, as that term is used in the FAR OCI provision. 

   As a general matter, FAR S 9.505 describes the broad duties and
responsibilities of contracting officers to identify and address OCIs, and
explains that contracting officers are given broad discretion in the
handling of OCIs.  Examples of circumstances where contractors with OCIs
should be prohibited from competition are discussed in FAR SS 9.505-1 to
9.505-5 and 9.508, along with exemptions from those provisions.   The FAR
makes clear, however, that the specific examples listed are considered
guidelines, and that situations other than those specifically enumerated
may also constitute impermissible OCIs:

   The general rules in 9.505-1 through 9.505-4 prescribe limitations on
contracting as the means of avoiding, neutralizing, or mitigating
organizational conflicts of interest that might otherwise exist in the
stated situations. Some illustrative examples are provided in 9.508.
Conflicts may arise in situations not expressly covered in this section
9.505 or in the examples in 9.508. Each individual contracting situation
should be examined on the basis of its particular facts and the nature of
the proposed contract. The exercise of common sense, good judgment, and
sound discretion is required in both the decision on whether a significant
potential conflict exists and, if it does, the development of an
appropriate means for resolving it.

   FAR S 9.505. 

   The contracting officer here cited FAR S 9.505-2 in her November 5
determination, stating that this provision "precludes award to Lucent or
any of its subsidiaries."  AR, Tab 4.  In her November 16 determination,
the contracting officer further explained that FAR S 9.505-2(a)(1)
"clearly prohibits Lucent from furnishing" the TETRA devices.  AR, Tab,
8. 

   During the telephone hearing conducted by our Office in this matter, the
contracting officer stated that, aside from her reliance on the FAR
provisions cited in her November 5 and 16 determinations, she had an
overarching concern regarding Lucent's role in the procurement:

   Well, in my mind, aside from, you know, 9. -- the FAR reference that I've
been talking about; in my mind too, it's my responsibility to ensure that
there is full, open and fair competition.  To me, Lucent had an unfair
advantage because you drafted the specification that was being used in the
RFP and you knew this information several months ahead of anybody else in
the field.  I don't think that it would be fair -- it would not be an even
playing field if I had allowed Lucent to participate.

   Hearing Transcript (Tr.) at 36:19-37:9. 

   The parties do not dispute that the revised RFP specifications were based
on Lucent's Schedule D, nor do the parties dispute that Lucent sought to
submit a proposal to provide those devices.[2]  We conclude, therefore,
that the contracting officer's determination that Lucent's role in the
preparation of the TETRA device specifications and its role as the IRCS
contractor and its responsibilities for the AFRN gave rise to an OCI was
reasonable, and thus were sufficient to warrant exclusion of Lucent from
the competition.

   Although we discuss below Lucent's arguments regarding the definitions of
complete specifications and NDI under FAR S 9.505-2, our decision denying
this protest relies primarily upon the broad discretion available to
contracting officers under
FAR S 9.505 in performing their duties to identify and address conflicts
of interest.[3]  Because the OCI determination was reasonable under the
general authority granted to contracting officers, we find no basis to
question the decision to exclude Lucent from the competition.[4]

   Complete Specifications and NDI Definitions

   Lucent argues that the contracting officer's OCI determination was flawed
because Lucent did not provide "complete specifications" for the TETRA
devices, as that term is used in FAR S 9.505-2(a).  Specifically, Lucent
contends that it developed the specifications in Schedule D in conjunction
with the agency, and that the agency further altered or revised the
specifications in Schedule D when it issued the revised RFP.

   As a preliminary matter, the FAR does not define the term "complete
specifications."  A reasonable interpretation of the term suggests that a
firm that provides specifications that are necessary and sufficient to
inform the solicitation has provided "complete specifications."   Based on
our review of the record, we agree with the agency that Lucent's Schedule
D was the source for the technical specifications in the revised RFP and
that the specifications provided by Lucent are nearly identical to those
listed in the amended RFP.  Compare RFP, Amend. 2, at 3-10 with AR, Tab
18, Lucent Schedule D.[5]

   Lucent characterizes its work on Schedule D as a collaboration with the
agency, and thus argues it did not provide complete specifications.  FAR S
9.505-2(a)(1)(ii) provides that the OCI exclusion rule does not apply
where contractors prepare specifications under the supervision and control
of government representatives.  Lucent's references to the record do not,
however, conclusively establish that the agency played a joint role in
developing the TETRA device specifications, or one that would rise to the
level of supervision and control by the agency.  At best, correspondence
cited by Lucent suggests that the agency was kept apprised of Lucent's
progress on the Schedule D specifications, participated in some
discussions regarding Lucent's development of the specifications, and
provided some comments or feedback prior to the final version of the
specifications.  See Protester's Comments, Exh. 9, E-mail Correspondence
Between Agency Technical Representatives for IRCS Contract and Lucent;
id., Exh. 1, Decl. of Lucent Technical Manager, at 1; id., Exh. 2, Decl.
of Lucent Technical Consultant, at 1.  The record clearly shows that
Lucent provided technical specifications for the TETRA devices under IRCS
Task Order 2, and that the agency incorporated those specifications into
the revised RFP.[6]

   Lucent next argues that the agency's modifications to the specifications
as part of their incorporation into the revised RFP precluded a
determination that Lucent's specifications were "complete."  The agency
contends that its modifications to Schedule D were for the limited purpose
of removing unduly restrictive, vendor-specific provisions.  Memorandum of
Law at 5; Agency Technical Representative Decl. at 2.  The contracting
officer testified that she reviewed the scope of changes to Schedule D
that were incorporated into the amended RFP and was informed by agency
technical representatives that the changes eliminated overly restrictive
provisions.  See Tr. at 30:21-33:17.  Based on this information, the
contracting officer found no basis to consider the specifications
sufficiently changed to eliminate the OCI concern regarding Lucent's
participation:

   I would have to say that, you know, whenever we were thinking about how we
could resolve this particular situation -- even with the minor changes
that were made, I mean, there were only like minor changes to about 16 of
the specifications, I believe.  You know, with the whole -- pages and
pages of specifications, there are so few changes that I didn't see how
the OCI issue would disappear because of the minor changes that were made.

   Tr. at 34:17-35:6.

   We agree with the agency that these changes, individually and taken as a
whole, do not constitute a major revision of the Lucent-prepared
specifications, particularly in light of the fact that the vast majority
of the technical specifications remain unchanged.  The protester cites no
authority to suggest that any degree of alteration of specifications
provided by a potential offeror will preclude a finding that the offeror
has an OCI based on preparation of specifications.[7]  We therefore cannot
conclude that the contracting officer was unreasonable in determining that
the agency's changes to the specifications did not eliminate the OCI
concerns regarding Lucent. 

   With regard to the definition of NDI, the parties agree that the TETRA
devices are commercial items, in that they are sold commercially.  The
parties dispute, however, whether the TETRA devices are NDI, as that term
is used in the FAR.  The FAR defines NDI as:

   (1) Any previously developed item of supply used exclusively for
governmental purposes by a Federal agency, a State or local government, or
a foreign government with which the United States has a mutual defense
cooperation agreement;

   (2) Any item described in paragraph (1) of this definition that requires
only minor modification or modifications of a type customarily available
in the commercial marketplace in order to meet the requirements of the
procuring department or agency; or

   (3) Any item of supply being produced that does not meet the requirements
of paragraphs (1) or (2) solely because the item is not yet in use.

   FAR S 2.101.  NDI is also listed under the definition of "commercial
item," which lists NDI as one of eight categories of items that are
considered commercial:  "A nondevelopmental item, if the procuring agency
determines the item was developed exclusively at private expense and sold
in substantial quantities, on a competitive basis, to multiple State and
local governments."  Id.  Furthermore, NDI is defined under the Federal
Acquisition Streamlining Act (FASA) as "any of the following:
(A) Any commercial item . . . ."  41 U.S.C. S 403(13) (2000). 

   Lucent argues that because the TETRA devices are sold in substantial
quantities in the commercial marketplace, they do not meet the "used
exclusively for governmental purposes" definition of NDI under in FAR S
2.101.  We acknowledge that, if the definition of NDI means only those
items used exclusively for governmental purposes, then the contracting
officer's reliance on FAR S 9.505-2 may have been in error.  Although an
argument could be made that NDIs cannot reasonably be limited to items
used exclusively by the government, and the agency and intervenor advance
the commercial item definitions in the FAR and FASA to support a broader
definition of NDI, we need not resolve a dispute regarding the definition
of NDI.  As discussed above, we conclude that the contracting officer's
intent was to exclude Lucent based on its role in preparing the
specifications for the TETRA devices.  To the extent that the contracting
officer's reliance on FAR S 9.505-2(a) was misplaced based on
interpretations of the NDI definition, we do not believe that any
potential error here prejudiced Lucent.  To succeed in its protest, the
protester must demonstrate not only that the agency failed to follow
established procedures, but also that the failure could have materially
affected the outcome of the competition.  McDonald Bradley, B-270126, Feb.
8, 1996, 96-1 CPD P 54 at 3; see Statistica, Inc. v. Christopher, 102 F.3d
1577, 1581 (Fed. Cir. 1996).  As discussed above, the contracting officer
had an independent legal basis for barring Lucent from the competition
based on her broad, inherent authority to address OCIs.

   Advantage From The OCI

   Lucent next argues that even if the agency determined that there was a
potential OCI, the agency failed to establish that Lucent would receive an
actual benefit from its role in preparing the technical specifications, or
that the competition would actually be skewed as a result of Lucent's
role.  Lucent argues that the OCI provisions do not apply to it because it
does not manufacture or commercially resell the TETRA devices, and that
FAR S 9.505-2(a)(2) only permits excluding a contractor from a competition
to "avoid the situation where the contractor could prepare specifications
favoring its own products or capabilities."

   The contracting officer testified that she considered Lucent to have an
OCI because of the advantage conferred by preparation of the TETRA device
specifications and the resulting knowledge of those specifications prior
to the issuance of the RFP: "Well, [Lucent] fit into [the OCI concern]
because they furnished the specifications.  And it's very clear that
they're not allowed to furnish the specifications and then turn around and
furnish the items."  Tr. at 24:7-11; see also, Tr. at 36:14-37:9.[8]    

   Contracting officers are required to address both actual and apparent
OCIs, and the facts necessary to establish an OCI are those that pertain
to the existence of the conflict, rather than its precise impact.  Aetna
Gov. Health Plans, Inc., supra, at 16 ("It is true that a determination to
exclude an offeror must be based on hard facts, rather than mere suspicion
. . . The facts that are required, however, are those which establish the
existence of the organizational conflict of interest, not the specific
impact of that conflict.")  Agencies may reasonably conclude that a
contractor's preparation of specifications for a contract give that
contractor an inherent advantage sufficient to warrant exclusion from the
competition.  See, e.g., SSR Eng'g, Inc., supra, at 3-4; Basile, Baumann,
Prost & Assocs., Inc., B-274870, Jan. 10, 1997,
97-1 CPD P 15 at 4-5.  Where, as here, the agency and protester dispute
the actual utility of the alleged advantage conferred upon the conflicted
contractor, we will not overturn the agency's determination unless it is
clearly unreasonable.  SSR Eng'g, Inc., supra.  In our view, even the
appearance of an unfair competitive advantage may compromise the integrity
of the procurement process, thus justifying a contracting officer's
decision to err, if at all, on the side of avoiding the appearance of a
tainted competition.  Based on the record here, we have no basis to
question the agency's determination that Lucent's role in preparing the
specifications gave that contractor an unfair competitive advantage.

   Exemption from OCI Provisions

   Lucent also argues that it is exempted from an OCI disqualification under
the FAR provisions regarding preparation of work statements by offerors
who perform

   "development and design" work.  The FAR provision cited by Lucent states
that:

   (b)(1) If a contractor prepares, or assists in preparing, a work statement
to be used in competitively acquiring a system or services-or provides
material leading directly, predictably, and without delay to such a work
statement-that contractor may not supply the system, major components of
the system, or the services unless- . . .

   (ii) It has participated in the development and design work . . .

   FAR S 9.505-2(b)(1)(ii). 

   The contracting officer testified that she considered whether the
exceptions for development and design contractors applied, and found that
the facts here did not exempt Lucent from the OCI.  See Tr. at 19:17-21:5,
38:18-42:4.  In any case, we find that the development and design
exemption under FAR S 9.505-2(b) is not relevant to the OCI at issue here,
as the exemption applies to the system or services being competitively
acquired, and not other systems or services that the potentially
conflicted offeror provides.  Lucent does not claim that it was the
developer of the TETRA technology itself.  Instead, Lucent prepared the
TETRA device specifications for the procurement here as part of its work
under IRCS Task Order 2 based on Lucent's request for information from
vendors and review of existing technological standards.  Thus, Lucent
cannot credibly argue that it should be exempted from the OCI provisions
at FAR S 9.505-2 based on the exemption that applies to "development and
design" contractors of the technology to be acquired.

   Mitigation of the OCI

   Lucent finally contends that the agency failed to properly consider
whether the OCI could have been mitigated.  The contracting officer stated
that she "saw no potential means of mitigating this OCI given the clear
language of the FAR regarding contractors who design specifications for
the government, and given the extent to which Lucent was involved both
with the program office and the specification."  Contracting Officer's
Statement at 2.  The contracting officer also advised the head of the
contracting activity of Lucent's request for a waiver of the OCI, and the
request was denied.  Contracting Officer's Statement at 2.

   Although Lucent argues that it should have been provided an opportunity to
submit a mitigation plan, it had an opportunity to do so during its
exchanges with the agency.  FAR S 9.504 requires the contracting officer
to provide an offeror the opportunity to respond to an OCI determination
if the contracting officer intends to withhold award based on that
determination.  Lucent submitted several written objections to the OCI
determination following the contracting officer's November 5 determination
and prior to and following her final determination on November 16.  See
AR, Tab 5, Letter from Lucent to the Contracting Officer (Nov. 10, 2004);
Tab 6, Letter from Lucent to the Contracting Officer (Nov. 15, 2004); Tab
9, Letter from Lucent to the Contracting

   Officer (Nov. 23, 2004).  Lucent's decision to contest the basis of the
OCI

   determination rather than submit a proposal to mitigate the agency's
concern provides no basis to challenge its exclusion from the competition.

   The protest is denied.

   Anthony H. Gamboa

   General Counsel

   ------------------------

   [1] Lucent makes several additional allegations that the OCI determination
was unreasonable.  Although we have addressed the most significant issues
in this decision, we have reviewed all of Lucent's contentions and find
the balance of those not discussed in detail to lack merit.  In addition,
the agency and the intervenor have challenged the timeliness of several
aspects of Lucent's protest.  We have reviewed these arguments and find no
basis to find Lucent's protest untimely.

   [2] In fact, Lucent notes that it "drafted Schedule D in such a way that
it contemplated Lucent would procure the TETRA devices under its existing
IDIQ."  Lucent Comments at 8.

   [3] Our conclusion here does not pose, as the protester suggests, a
concern regarding the weight afforded to the agency's position taken in
response to a protest, as compared to a position established during the
procurement.  In our decision in Boeing Sikorsky Aircraft Support,
B-277263.2, B-277263.3, Sept. 29, 1997, 97-2 CPD
P 91, we stated that we will accord less weight to agency arguments that
are first made in response to a protest, and that do not reflect
contemporaneous facts or judgments that are supported by the record. 
Whereas the agency in Boeing sought to support its source selection
decision with a cost/technical tradeoff analysis that it might have made,
but did not make, during the procurement, here the contracting officer has
always maintained that a disqualifying OCI existed.  To the extent the
contracting officer relied upon a very specific paragraph of FAR subpart
9.5, of arguably questionable relevance, to support her OCI determination,
we see no reason to discount or dismiss the more general authority in FAR
subpart 9.5 that she testified that she relied upon in making the OCI
determination.

   [4] Lucent also argues that the IRCS contract lacked OCI provisions
informing Lucent that it might be barred from supplying items for the
system it designed.  The lack of OCI clauses in a contract, however, does
not limit the agency's obligations to identify and address potential OCIs
in a procurement that is affected by that contract, nor does the absence
of OCI clauses prohibit the agency from barring a potential offeror from a
competition based on an OCI determination.  See DSD Labs., Inc. v. United
States, 46 Fed. Cl. 467, 473 (2000), citing NKF Eng'g, Inc. v. United
States, 805 F.2d 372 (Fed Cir. 1986). 

   [5] Lucent does not dispute this point, and acknowledges, "The Army
apparently used a *Schedule D' document that Lucent had developed jointly
with the Army program personnel in July 2004 as the starting point for the
amended solicitation."  Protester's Comments at 16.

   [6] Lucent cites our decision in American Artisan Prods., Inc., B-292559,
B-292559.2, Oct. 7, 2003, 2003 CPD P 176, to support its argument that it
was exempted from the FAR OCI provisions because it did not provide
"complete specifications."  In American Artisan we agreed with the agency
that the awardee did not have a disqualifying OCI arising from its
subcontractor's work preparing certain specifications for the
solicitation.  Among other reasons for denying the protest, we found that
the awardee's subcontractor was one of several contractors that worked on
the development and design work, and thus did not provide "complete"
specifications.  Here, in contrast, Lucent was the only contractor that
provided the technical specifications for the TETRA devices, and, as
discussed above, Lucent has not demonstrated that the agency substantively
collaborated in developing those specifications.

   [7] Lucent's position is particularly unreasonable because that position
suggests that an agency's efforts to expand the scope of competition by
revising certain overly restrictive portions of contractor-prepared
specifications would negate the agency's  ability to eliminate that
contractor from participation in a procurement based on those
specifications if an OCI was identified.  Such a rigid rule is not
consistent with the broad authority granted to contracting officers to
address OCIs under
FAR S 9.505.

   [8] The agency expresses concern that Lucent prepared the specifications
in a manner that would favor a Motorola-based product, and that Lucent
intended to provide the TETRA devices through a relationship or
arrangement with Motorola.  Lucent contends that the agency has not
demonstrated that such a relationship existed.  Because we conclude that
the agency's concern regarding Lucent's role in preparing the
specifications, in and of itself, was sufficient to warrant excluding
Lucent from the competition, we need not address further the agency's
concern in this regard.