TITLE:  , B-302499, July 21, 2004
BNUMBER:  B-302499
DATE:  July 21, 2004
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   B-302499

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   July 21, 2004

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    MACROBUTTON The Honorable Charles E. Grassley

   Chairman

   The Honorable Max Baucus

   Ranking Minority Member

   Committee on Finance

   United States Senate

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   Subject:  The Federal Acquisition Streamlining Act of 1994 * Fair
opportunity procedures under multiple award task order contracts

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   This responds to your request for our review of the Internal Revenue
Service*s (IRS) issuance of certain task orders under its Treasury
Information Processing Support Services (TIPSS-2) multiple award task
order contract.[1]  Specifically, you asked whether the issuance of task
orders for organizational modernization services placed under the TIPSS-2
contract complies with the *fair opportunity* requirement of the Federal
Acquisition Streamlining Act (FASA) of 1994.[2]  FASA requires that all
multiple award contractors must be provided a fair opportunity to be
considered *for each task or delivery order* over $2,500 issued under a
contract unless one of four statutory exceptions applies.[3]  As discussed
in detail in the enclosure to this letter, we conclude that IRS*s
selection of certain TIPPS-2 contractors to perform all task orders for
organizational modification services, without giving other contractors a
fair opportunity to be considered for the individual task orders, violates
FASA.  A summary of the relevant facts and our legal analysis follows.

   A 

   Since 1998, IRS has been engaged in efforts to reorganize its structure
and modernize its technology.  A key part of these efforts is
organizational modernization (*OrgMod*), which includes changes to IRS*s
organizational structure, management roles and responsibilities, business
practices, performance measures, and supporting technology.  IRS obtains
services for the OrgMod program through its TIPPS-2 contract.  The TIPPS-2
contract is a multiple award task order contract that encompasses not only
the OrgMod program, but also a variety of other services.  There are 18
multiple award contractors eligible to receive individual task order
awards in some or all of the TIPSS-2 service areas. 

   A 

   In July 2002, IRS conducted a competitive procedure among the TIPPS-2
contractors to perform OrgMod services.  It issued a master *Request for
Information* (RFI) to all 18 TIPSS-2 contractors, inviting them to compete
for four *task areas* of the OrgMod work.  The master RFI stated that IRS
would select a contractor to perform the services described within each
task area, and that *[w]inning the competition will result in the award of
any task order designated for that particular task area.*  IRS selected
Booz, Allen & Hamilton (BAH) as the contractor for two of the task areas,
and two other firms (TRW, Inc. and Pragmatics Corp.) for the other two
task areas.  The July 2002 RFI has resulted in the issuance of 37 task
orders in the OrgMod task areas (36 task orders were issued in the two
areas awarded to BAH, and one was issued in TRW*s task area).

   A 

   The relevant provision in FASA states:  *When multiple [task or delivery
order] contracts are awarded . . .all contractors awarded such contracts
shall be provided a fair opportunity to be considered, pursuant to
procedures set forth in the contracts, for each task or delivery order in
excess of $2,500 that is to be issued under any of the contracts.*  Here,
there is no evidence that IRS gave any meaningful consideration to other
contractors before issuing every one of the 37 OrgMod task orders to the
pre-selected contractors.  The fact that IRS gave all TIPPS-2 contractors
an opportunity to be considered for the four OrgMod task areas does not
satisfy FASA*s fair opportunity requirement, which applies to individual
task orders and which IRS disregarded with respect to the 37 OrgMod task
orders resulting from the master RFI.  Because IRS gave no consideration
to any contractor other than the pre-selected contractor for any of the
individual OrgMod orders, we do not view these task orders as
competitively placed, but as unjustified exceptions to FASA*s fair
opportunity requirement.

   A 

   By separate letter to the Commissioner of IRS, we are recommending that
the IRS issue future OrgMod task orders in compliance with FASA*s fair
opportunity requirement and, if feasible, terminate existing OrgMod task
orders and issue replacement orders using fair opportunity procedures. 
Unless a statutory exception applies, IRS should give all eligible TIPSS-2
contractors a fair opportunity to be considered for every OrgMod task
order.

   A 

   If you have any questions about this opinion, please contact Lynn Gibson,
Associate General Counsel, at (202) 512-8153, Jan Montgomery, Assistant
General Counsel, at (202) 512-5484, or Christine Davis, Senior Attorney,
at (202) 512-8290.

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   /signed/

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   Anthony H. Gamboa

   General Counsel

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   Enclosure

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   Organizational Modernization Task Orders

   under IRS*s multiple award contract for

   Treasury Information Processing Support Services (TIPSS-2)

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   BACKGROUND

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IRS*s Organizational Modernization Program and the TIPPS-2 Contract

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   Since 1998, the IRS has been in the midst of a massive effort to
reorganize its structure and modernize its technology.  Part of this
effort is referred to as organizational modernization, or *OrgMod,* and
includes changes to IRS*s organizational structure, management roles and
responsibilities, business practices, performance measures, and supporting
technology.  To carry out organizational modernization, IRS obtains needed
services through its TIPSS-2 contract.

   A 

   The TIPSS-2 contract is a multiple award task order contract that
encompasses not only the OrgMod program, but a variety of other services. 
The TIPSS-2 contract includes four broad service areas: information
systems, telecommunications, organizational/management, and operational
support.  Successor to a similar program called TIPSS-1, TIPSS-2 covers
multiple contracts awarded in 2000 with terms (including options) ending
May 30, 2005.[4]  There are 18 multiple-award contractors under TIPSS-2
eligible to receive individual task order awards in some or all of the
TIPSS-2 service areas.

   A 

   FASA authorizes the use of multiple award task order contracts.  FASA
provides that, where an agency makes multiple awards, *all contractors
awarded such contracts shall be provided a fair opportunity to be
considered, pursuant to procedures set forth in the contracts, for each
task or delivery order in excess of $2,500 that is to be issued under any
of the contracts* unless a fair opportunity exception applies.[5] 
Exceptions to the fair opportunity requirement include when an agency has
an unusually urgent need, when the agency*s needs are so unique or
specialized that only one contractor can provide the required quality; the
promotion of economy and efficiency because the order is a logical
follow-on to a previous competitively issued order; and satisfaction of a
required minimum guarantee amount. [6]  Likewise, the regulations
implementing FASA provide that each awardee must receive a fair
opportunity to be considered for each order over $2,500 absent a fair
opportunity exception and that the contracting officer *must set forth in
the solicitation and contract the procedures and selection criteria that
will be used to provide multiple awardees a fair opportunity to be
considered for each order.*[7]

   A 

   Section J of the TIPPS-2 contract sets forth the ordering procedures that
*will be used to provide multiple awardees a fair opportunity to be
considered for each Order under TIPSS.*  Section J states that all task
order awards are preceded by the development of a requirements package and
that the individual technical requirements would determine the selection
procedure chosen by the government for a particular task order.  Among the
possible selection procedures, the contract provided for a *Request for
Information* (RFI) procedure, which was to be used for items of moderate
complexity and estimated dollar value.[8]

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Contractor Selection for Organizational Modernization Work

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   As of July 2002, IRS had been acquiring OrgMod services for over four
years under the TIPSS-1 and TIPSS-2 contracts.  Since the beginning of the
OrgMod program, IRS had issued every OrgMod task order to contractor Booz,
Allen & Hamilton (BAH), and BAH had received all but one of these orders
based on an exception to the fair opportunity requirement.  Based on our
calculations, OrgMod task order obligations to BAH under the TIPSS-1 and
TIPSS-2 contracts approached $300 million as of July 2002.

   A 

   In July 2002, IRS changed its contracting approach to obtaining OrgMod
services under the TIPSS-2 contract, deciding to conduct a competitive
process among the TIPSS-2 contractors for these services.  On July 2, IRS
sent an RFI for OrgMod services to all 18 TIPSS-2 contractors soliciting
technical and labor rate information in response to four major task
areas:  Program Management (RFI #1499), Business Process Improvements and
Reengineering/Redesign (RFI #1500), Business Architecture and Integration
(RFI #1501), and Systems Development and Technical Support (RFI #1482). 
IRS described the competition under this *master* RFI as the first step in
a two-step contracting approach, as follows:

   A 

   *In Step 1, the IRS defined four (4) task areas that will be specifically
used to support the IRS*s OrgMod efforts and projects .  . . Under Step 1,
we will conduct a competition between all TIPSS-2 Prime Contractors.  The
IRS anticipates selecting one (1) contractor to perform the services as
described within each task area . . . It is also anticipated that multiple
task order awards will be issued to the selected contractor in each task
area, based on the number of anticipated projects.  Winning the
competition will result in the award of any task order designated for that
particular task area.  In Step 2, the Functional/Operating Divisions will
finalize their contractor support requirements and will submit Statements
of Work categorized in one of the four (4) OrgMod Task Areas.*

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   As stated, the master RFI did not include a statement of work for any of
the four task areas, but asked contractors for project profiles in
response to general statements of need describing the support services.

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   Multiple firms submitted project profiles and labor rate information in
response to each task area.  This information was evaluated according to
the evaluation factors stated in the RFI:  (1) the project profile
demonstrates work similar in type and scope to that identified in three
subfactors, (2) experience of the Project Manager, and (3) the
Contractor*s submitted six-month labor rates compared to the independent
government cost estimate.  After evaluating RFI responses, IRS selected
BAH as the contractor for two task areas (RFI #1499 and RFI #1500) and two
other firms (TRW, Inc.[9] and Pragmatics Corp.) for the other two task
areas (RFI #1482 and RFI# 1501, respectively).  The designation of these
contractors did not result in the issuance of four task order awards
corresponding to the four task areas.  Rather, as stated in the master
RFI, IRS designated each contractor as the selected contractor for any
future task orders within its RFI task area.

   A 

   The July 2, 2002 master RFI has resulted in the issuance of 37 task
orders, amounting to $38 million, as of May 21, 2004.  Thirty-six of these
task orders were within BAH*s task areas, and one was within TRW*s task
area.  Pragmatics has not received any task orders within its task area.

   A 

   In its March 29, 2004 letter to our Office, IRS explained that the TIPSS-2
contracting officer is ultimately responsible for deciding whether a
requirement should be issued within an OrgMod task area.  According to
IRS, this determination reflects *not only the work inherent in the
requirement, but also customer expectations, past experience with the
contractor recommended by the requesting customer, as well as cost
considerations,* for example, the fact that the *incumbent* contractor
might have acquired resident hardware and software capabilities to support
the requirement during performance of an earlier OrgMod requirement. 
Requirements falling within one of the OrgMod task areas are not opened to
all eligible TIPSS-2 contractors, but are issued to the pre-selected
*incumbent* contractor for that task area.  Although IRS did not give
other TIPSS-2 contractors an opportunity to be considered for the 37
OrgMod task orders, IRS designated these task orders as *competitive*
rather than *sole-source*[10] by virtue of the competitive process
conducted under the master RFI.  For example, IRS provided the following
rationale in designating OrgMod task order No. 103 as competitive:  *RFI #
1500 was competed among all eligible TIPSS-2 contractors as an umbrella
for future work that fell in the modernization arena.  Based on the
results of the evaluation of this RFI, Booz-Allen & Hamilton was selected
as the winner.  The work under this effort (TTS #1571) is covered under
RFI #1500.  Therefore, the selected Contractor is Booz-Allen &
Hamilton.*[11]

   A 

   Although OrgMod task orders are issued to the pre-selected contractors,
IRS stresses that other TIPSS-2 contractors are eligible to compete, and
have competed, for task orders that are not for OrgMod services.  IRS has
identified 28 such task orders, amounting to $100 million, which have been
awarded to a variety of TIPSS-2 contractors since August 2002. 

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   DISCUSSION

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   At issue here is whether IRS*s issuance of OrgMod task orders is in
compliance with the fair opportunity requirements set forth in FASA, its
implementing regulations, and the ordering procedures of the TIPSS-2
contract.

   A 

   As previously stated, FASA and its implementing regulations require that
all multiple-award contractors must be provided a fair opportunity to be
considered *for each task or delivery order*  over $2,500 issued under any
of the contracts pursuant to procedures set forth in the contracts, unless
a fair opportunity exception applies.  Consistent with FASA and the
Federal Acquisition Regulations (FAR), the TIPSS-2 contract sets forth
ordering procedures that will be used to provide multiple awardees a fair
opportunity to be considered *for each Order* under the contract.  In
keeping with this, the TIPPS-2 contract states that all task order awards
are to be preceded by the development of a requirements package and that
the selection procedure chosen by the government for a particular task
order would depend on the individual requirements.

   A 

   Here, the July 2, 2002 master RFI was not intended to result in the award
of an individual task order (nor did it), but was instead used as a means
of pre-selecting a contractor to perform all future requirements within a
particular OrgMod task area.  The master RFI did not include a statement
of work, but indicated that IRS would define its requirements during *Step
2* of the contracting process, when the pre-selected contractor from Step
1 would receive individual task orders within its task area.  Once the
contracting officer determined that an individual requirement was within
one of the OrgMod task areas, no consideration was given to any contractor
other than the pre-selected contractor. 

   A 

   IRS contends that it gave fair consideration to other multiple-award
contractors in deciding whether it should award a requirement to a
pre-selected OrgMod contractor or open the requirement to the universe of
eligible TIPSS-2 contractors.  IRS asserts that this choice involved the
consideration of *numerous factors,* such as the nature of the work,
customer expectations, and any advantages possessed by the *incumbent*
that would reduce *startup* costs.  As a result, IRS argues that the
decision to award a requirement to a pre-selected contractor involved the
fair consideration of other multiple contractors.

   A 

   We disagree that such a determination constituted fair consideration of
the multiple contractors.  FASA does not permit an agency to choose
between issuing a requirement to a pre-selected contractor or opening the
requirement to all multiple-award contractors.  Rather, FASA mandates that
all contractors be given a fair opportunity to be considered for every
task order unless a statutory exception applies.  Once IRS decided that a
requirement fell within the scope of one of the OrgMod task areas, it gave
no meaningful consideration to any contractor other than the one
pre-selected for that task area.  For example, IRS did not contact any
contractor in deciding whether or not to issue a requirement within an
OrgMod task area.  IRS is correct that, under FAR S 16.505(b), the
contracting officer *need not contact each of the multiple awardees under
the contract before selecting an order awardee if the contracting officer
has information available to ensure that each awardee is provided a fair
opportunity to be considered for each order.*  Here, however, there is no
evidence that IRS gave any meaningful consideration to other contractors
before issuing every one of the 37 task orders to the pre-selected
contractors.  Rather, IRS improperly committed to an exclusive ordering
arrangement with the pre-selected contractors under the terms of the
master RFI.

   A 

   IRS claims that it complied with FASA*s fair opportunity requirement
because it gave all TIPSS-2 contractors a fair opportunity to be
considered for the award of the four OrgMod task areas under the master
RFI.  Allegedly having satisfied FASA*s fair opportunity requirement, IRS
goes on to characterize the task orders resulting from the master RFI as
*subtasks.*  Neither FASA nor the FAR extends the fair opportunity
requirement to subtasks.

   A 

   While IRS labels the task orders as *subtasks,* the term *subtask* is
absent from the RFI, and the 37 documents describe themselves as *task
orders.*  Neither the terms of the RFI nor the resulting task orders
supports IRS*s claim that the RFI resulted in the issuance of task orders
with multiple subtasks to the selected contractors.  To the contrary, the
RFI plainly states that *multiple task order awards will be issued to the
selected contractor in each task area,* after specific contractor support
requirements emerged during *Step 2* of the contracting process.  During
*Step 1*--the RFI phase--IRS had not defined any task or subtask order
requirements to be issued to the selected contractors.  The fact that IRS
gave all TIPSS-2 contractors an opportunity to be considered for the 4
OrgMod task areas does not satisfy FASA*s fair opportunity requirement,
which applies to individual task orders and which IRS disregarded with
respect to the 37 OrgMod task orders resulting from the master RFI. 
Because IRS gave no consideration to any contractor other than the
pre-selected contractor for any of the individual OrgMod orders, we do not
view these task orders as competitively placed, but as unjustified
exceptions to FASA*s fair opportunity requirement.  In this regard, IRS
has not asserted, either contemporaneously or in response to our request,
that a fair opportunity exception applied to any of the orders.

   A 

   The contracting approach represented by the master RFI can be described as
a *downselection,* which is not consistent with the ordering procedures
contemplated by FASA.  Our Office has addressed *downselections* in the
context of its bid protest function.[12]  Our Office has determined that
downselections are incompatible with the ordering procedures required by
FASA for multiple award contracts.  FASA*s legislative history shows that
the multiple-award contracting provisions were intended to promote an
ongoing competitive environment in which each contractor was fairly
considered for each order issued.  H.R. Conf. Rep. No. 103-712, at 178
(1994), reprinted in 1994 U.S.C.C.A.N. 2607, 2608; S. Rep. No. 103-258, at
15-16 (1994), reprinted in 1994 U.S.C.C.A.N. 2561, 2575-76. 
Downselections are inconsistent with these ordering procedures because
they eliminate other multiple award contractors from further consideration
for individual orders under the contract.  Once the downselection is made,
only the pre-selected contractor is eligible to receive orders, and there
will be no further ongoing competition for these orders as envisioned by
FASA.

   A 

   Our Office has held that downselections do not comply with the ongoing
competitive process mandated by FASA because they constitute single
competitive source selections for specific items that preclude further
competition among the multiple awardees.  See Global Communications
Solutions, Inc., B- 291113, Nov. 15, 2002, 2002 CPD P 194;
Teledyne-Commodore, LLC--Recon., B-278408.4, Nov. 23, 1998, 98-2 CPD P 
121 at 3-4; Electro-Voice, Inc., B-278319, B-278319.2, Jan. 15, 1998, 98-1
CPD P 23 at 5.[13]  For example, in Electro-Voice, the Army issued
delivery orders to the protester and another contractor for product
demonstration models, which the agency intended to evaluate as a basis for
downselecting one of the contractors for future task orders.  Once the
agency made the downselection, only the selected contractor would receive
task orders for the production requirements.  Similarly, in Teledyne, the
Army issued a solicitation for multiple award task order contracts, which
divided the work into three phases and required the multiple awardees to
pass each phase before receiving the next task order.  Our Office held
that the Army*s phased procurement approach, which ultimately narrowed to
a single competitive source selection, was incompatible with the ongoing,
multiple source selections required by FASA.

   A 

   IRS contends that Electro-Voice and Teledyne are distinguishable from the
TIPSS-2 situation.  IRS observes that the downselections in Electro-Voice
and Teledyne resulted in pre-selected contractors filling all future task
orders.  In contrast, under the TIPSS-2 contract, IRS has only reserved
the OrgMod work for the pre-selected contractors, whereas all TIPSS-2
contractors have an opportunity to be considered for future TIPSS-2 task
orders outside the OrgMod area.  According to IRS, this differentiates the
TIPSS-2 situation from Electro-Voice and Teledyne, in which the
downselection applied to all future task orders.

   A 

   While IRS is correct that the Electro-Voice and Teledyne downselections
applied to all future task orders under the respective contracts, this is
not the essential feature of a downselection.  Rather, what distinguishes
a downselection from the routine issuance of a task order is the agency*s
intention to fill all future requirements for specific items through a
single source selection, rather than the multiple selections contemplated
by FASA.  This was the case in Global Communications Solutions, Inc.,
B-291113, Nov. 15, 2002, 2002 CPD P 194, in which a solicitation for a
multiple award contract contemplated only a single source selection for
specific contract line items, albeit multiple source selections for other
contract line items.  Notwithstanding that multiple award ordering
procedures applied to some contract line items, our Office viewed the
matter as a downselection, i.e., the designation of a *winning contractor*
for the specified contract line items.

   A 

   In the instant case, while it is true that IRS continues to issue TIPSS-2
task orders to various multiple-award contractors, this is only the case
if the contracting officer determines that the task order does not fall
within one of the four OrgMod task areas.  Regardless of whether these
contractors have an opportunity to be considered for TIPSS-2 work outside
the OrgMod area, the fact remains that they are effectively foreclosed
from receiving any OrgMod task orders, which only the pre-selected
contractors have thus far received.  Thus, as in Global, IRS has
implemented a downselection for any OrgMod requirements arising under the
TIPSS-2 contract.

   A 

   IRS argues that the OrgMod work is analogous to a consolidated task order,
which, according to our decision in The Intrados Group, B-280130, June 22,
1998, 98-1 CPD P168, does not constitute a downselection.  The multiple
award contract in Intrados covered technical assistance services in
support of capital and financial markets throughout Central and Eastern
Europe and the New Independent States of the Former Soviet Union.  The
protester in Intrados argued that the agency had implemented a
downselection because it issued a single task order for its anticipated,
remaining requirements in Romania.  We disagreed, reasoning that *the fact
that this protested task order arguably may be the last order for services
in Romania does not convert this task order into a *downselection.** 
Although the agency*s future requirements were *albeit probably not in
Romania,* the protested task order did not foreclose other multiple-award
contractors from competing for such requirements should they arise in
Romania or, more probably, in other geographic sectors covered by the
contract.  In other words, the Intrados task order simply consolidated
existing Romanian requirements without reserving any future, emerging
requirements for a pre-selected contractor.  In contrast, the master RFI
in this case explicitly provides that all future orders for OrgMod
services will be awarded to a pre-selected contractor.  This is a
downselection, consistent with our reasoning in Electro-Voice, Teledyne,
and Global.

   A 

   CONCLUSION

   A 

   As previously stated, FASA and its implementing regulations require that
all multiple-award contractors must be provided a fair opportunity to be
considered *for each task or delivery order*  over $2,500 issued under any
of the contracts pursuant to procedures set forth in the contracts, unless
a fair opportunity exception applies.  Both the statute and the
regulations require that the multiple-award contractors receive fair
consideration for individual orders absent a fair opportunity exception. 
Downselections are inconsistent with FASA because they represent the
agency*s intention to fill all future orders for specific items through a
single source selection, rather than the multiple selections contemplated
by FASA*s fair opportunity requirement.  IRS implemented a downselection
for its OrgMod requirements by designating particular contractors to
perform any future orders arising under their OrgMod task areas.  In
particular, the master RFI indicated that the winning contractors from
*Step 1* would receive any individual task orders arising under their task
areas as specific requirements emerged during *Step 2* of the procurement
process.  IRS has accordingly given no consideration to any contractor
other than the pre-selected contractor for any of the individual orders
resulting from the master RFI, nor has it used a fair opportunity
exception to justify any of them, contrary to FASA, FAR subpart 16.5, and
the TIPPS-2 contract itself.

   A 

   By separate letter, we are recommending that the Commissioner of IRS issue
future OrgMod task orders in compliance with FASA*s fair opportunity
requirement and, if feasible, terminate existing OrgMod task orders and
issue replacement orders using fair opportunity procedures.  Unless a
statutory fair opportunity exception applies, IRS should give all eligible
TIPSS-2 contractors an opportunity to be considered for every OrgMod task
order.

   A 

   A 

   A 

   A 

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

   [1] You requested that GAO conduct this review as a follow-up to our prior
audit of the TIPSS-2 contract, which resulted in the issuance of GAO*s
report, IRS Contracting: New Procedure Adds Price or Cost as a Selection
Factor for Task Order Awards, GAO-03-218, Dec. 2002.  To develop the facts
and IRS*s legal position in response to the instant review, we interviewed
IRS officials and sent IRS two letters, dated February 4, 2004, and March
2, 2004, which framed the issues and requested documents.  IRS replied to
our letters in correspondence dated March 29, 2004.  We conducted further
fact-finding in letters to IRS dated May 14 and May 24, to which IRS
responded on May 21 and June 3, respectively.

   A 

   [2] Pub. L. No. 103-355 (Oct. 13, 1994).  FASA is codified in scattered
sections of Title 10 of the United States Code for military agencies and
Title 41 of the Code for civilian agencies.  FASA provisions at Title 41
apply to IRS and will be cited herein.

   A 

   [3] 41 U.S.C. S 253j(b).

   [4] Section F.3 of the TIPSS-2 contract authorizes an extension in the
contract performance period solely for the purpose of completing any
remaining active task orders issued before the contract expiration date. 
Thus, the performance of specific task orders may extend to May 30, 2006
under the TIPSS-2 contract, including the performance of any OrgMod task
orders.

   [5] 41 U.S.C. S 253j(b). 

   [6] Id.

   [7] Federal Acquisition Regulation (FAR) S 16.505(b)(1), (3) (FAC 97-12)
(1999).  We have cited the 1999 version of FAR, Subpart 16.5, because it
governs solicitations issued before April 25, 2000, such as the TIPSS-2
solicitation.  See Competition Under Multiple Award Contracts, 65 Fed.
Reg. 24317 (2000).  For purposes of this opinion, however, there are no
material differences in the fair opportunity requirements between the 1999
and the current version of the FAR.

   [8] IRS subsequently amended the ordering procedures under the TIPSS-2
contract and no longer uses the RFI procedure.

   [9] TRW is now Northrop Grumman Space & Mission Systems Corp.

   [10] The term *sole-source* appears in IRS*s task order documentation to
denote the use of a statutory exception to FASA*s fair opportunity
requirement.

   [11] Contracting Officer*s Determination, November 13, 2002, from Task
Information Package Cover Sheet for TTS #1571, which IRS ultimately issued
as task order No. 103.  While we did not receive Task Information Package
Cover Sheets for each OrgMod task order, IRS*s agency response reflects
that it did designate each OrgMod task order resulting from the RFI as
competitive based on the rationale set forth in task order No. 103.

   [12] Although FASA generally prohibits our Office from exercising bid
protest jurisdiction with respect to the issuance or proposed issuance of
task or delivery orders, see 41 U.S.C. S 253j(d), we have held that
Congress did not intend the restriction to apply to protests of
*downselections,* because such selections are incompatible with FASA*s
ordering procedures for multiple award contracts.  While our Office has
entertained protests of downselections, see Global Communications
Solutions, Inc., B- 291113, Nov. 15, 2002, 2002 CPD P 194;
Teledyne-Commodore, LLC--Recon., B-278408.4, Nov. 23, 1998, 98-2 CPD P 
121; Electro-Voice, Inc., B-278319, B-278319.2, Jan. 15, 1998, 98-1 CPD P
23, we did not receive any bid protests with respect to the handling of
the TIPSS-2 OrgMod work at issue here.

   [13] To be within our bid protest jurisdiction, the downselection was
viewed as a single source selection subject to the Competition in
Contracting Act (CICA) of 1984, 31 U.S.C. SS 3551-56, rather than a task
order subject to FASA.  Thus, our Office did not consider the propriety of
the downselection in terms of FASA*s fair opportunity requirement, as we
do here.