TITLE: B-311060, Potomac Electric Corporation, April 2, 2008
BNUMBER: B-311060
DATE: April 2, 2008
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B-311060, Potomac Electric Corporation, April 2, 2008

   Decision

   Matter of: Potomac Electric Corporation

   File: B-311060

   Date: April 2, 2008

   Leny Chertov for the protester.

   Brian Toland, Esq., and Elizabeth J. Bare, Esq., Department of the Army,
   for the agency.

   Nora K. Adkins, Esq., and James A. Spangenberg, Esq., Office of the
   General Counsel, GAO, participated in the preparation of the decision.

   DIGEST

   Under a request for proposals (RFP) for motors, which did not request a
   technical proposal or descriptive literature, a proposal including a cover
   letter stating that the offeror is proposing a motor that is a "FIT, FORM
   and FUNCTION replacement of the motor described" in the RFP renders the
   proposal's blanket offer to comply with the specifications ambiguous, such
   that the proposal was properly rejected as unacceptable.

   DECISION

   Potomac Electric Corporation protests the U.S. Army Materiel Command's
   rejection of its proposal under request for proposals (RFP) No.
   W52H09-07-R-0502 for a direct current (DC) motor used in the M109A6
   Paladin Self Propelled Howitzer.

   We deny the protest.

   The RFP provided for the award of a fixed-price contract, for 31 direct
   current motors, national stock number 6105-01-391-4920, part number
   12927815, to the low-priced acceptable offeror. The DC motor is a
   necessary support item that functions as the climate control motor used in
   the M109A6 Paladin Self Propelled Howitzer. It supplies power for the
   microclimate conditioning system (MCS) by driving a pulley that rotates a
   compressor unit. According to the Army, the MCS is extremely important, as
   it is designed to help protect warfighters in the event of a nuclear,
   biological or chemical attack. The solicitation specified the motor's
   requirements through a comprehensive technical data package (TDP), which
   included specifications for speed, power, starting characteristics, motor
   resistance, weight, life cycle, reliability, temperature, humidity,
   pressure, elevation, sand and dust, salt, fog, fungus, vibration, shock,
   di-electric strength, and insulation resistance. The motor was also
   required to interface properly with other components and fit within a
   certain size envelope for proper clearances. Shortcomings on any one of
   the TDP requirements may cause the MCS to fail. Contracting Officer's
   Statement (COS) at 1.

   The RFP did not require the submission of technical proposals or
   descriptive literature. Due to the specificity required in the TDP for the
   manufacture of the DC motors, the agency chose not to include as part of
   the solicitation the clause at Instructions to Offerors -- Competitive
   Acquisitions, Alternate II, which in pertinent part reads:

   Offerors may submit proposals that depart from stated requirements. Such
   proposals shall clearly identify why the acceptance of the proposal would
   be advantageous to the Government. Any deviations from the terms and
   conditions of the solicitation, as well as the comparative advantage to
   the Government, shall be clearly identified and explicitly defined.

   Federal Acquisition Regulation sect. 52.215.1, Alternate II; see COS at 2.
   As a result, proposals were not permitted to depart from the requirements
   of the TDP.

   Three proposals were received in response to the solicitation. Potomac's
   proposal offered the lowest price and consisted of seven pages, the first
   two of which were a cover letter, which stated:

   Potomac Electric Corporation is a small business manufacturer . . . We
   specialize in design and manufacturing of servomotors. The strength of our
   company is in innovative designs of motors . . . The motor design quoted
   in the proposal is based on our MX8200 motor developed in 2005. . . .
   Note: The motor proposed here is FIT, FORM and FUNCTION replacement of the
   motor described in your documentation.

   Agency Report, Tab 7, Potomac's Proposal, Cover Letter. This proposal was
   found unacceptable because the contracting officer determined that Potomac
   was apparently offering an alternative motor and, thus, failed to comply
   with the requirements of the solicitation. Award was made to Fischer
   Electric Technology, the second low-priced offeror, which submitted an
   acceptable proposal. This protest followed.

   Cover letters submitted with proposals are considered part of the
   proposal. INDUS Technology, Inc., B-297800.13, June 25, 2007, 2007 CPD
   para. 106 at 6. This is so because a cover letter may alter the
   obligations the offeror would otherwise assume under the terms of the
   solicitation. Only by evaluating a cover letter or extraneous documents
   submitted with a proposal can a contracting officer assure himself or
   herself of making award on the basis of a compliant proposal which
   satisfies the agency's stated requirements. System Dynamics Int'l,
   Inc.--Recon., B-253957.4, Apr. 12, 1994, 94-1 CPD para. 251 at 3;
   Techniarts Eng'g; Department of the Navy--Recon., B-238520.3, B-238520.4,
   June 27, 1991, 91-1 CPD para. 608 at 3-4. Where a proposal (including any
   cover letter) includes a blanket offer of compliance to meet
   specifications and also contains conflicting provisions which call that
   offer of compliance into question, the proposal is ambiguous and properly
   may be rejected as technically unacceptable. Cache Box, Inc., B-279892,
   July 29, 1998, 98-2 CPD para. 146 at 3.

   Here, Potomac submitted a blanket offer of compliance with the RFP
   requirements by offering a price and signing the solicitation cover sheet
   and acknowledging copies of amendments 1 and 2 to the RFP. This was all
   that the RFP required in order for a proposal to be found acceptable.
   However, as noted, Potomac's cover letter noted that it was proposing a
   "FIT, FORM and FUNCTION replacement of the motor described" in the RFP.
   The contracting officer, upon reading Potomac's cover letter, construed
   Potomac's "FIT, FORM and FUNCTION replacement" statement as an offer to
   provide a motor that Potomac was representing to be interchangeable with
   the motor contained in the solicitation with respect to physical and
   functional capacity, but not necessarily a motor that would fully comply
   with all of the detailed TDP requirements. Potomac argues that its
   language did not imply that it would be proposing an alternative to the
   TDP requirements and that the "fit, form and function" expression is a
   term of art among engineers in the field and did not take exception to the
   RFP requirements. Nevertheless, we find that this terminology, at best,
   created an ambiguity, such that the contracting officer was unable to
   unequivocally determine whether Potomac's replacement would comply with
   all of the requirements of the TDP or provide a fully compliant
   replacement motor. Since the solicitation did not allow submission of
   proposals departing from the TDP requirements, the contracting officer
   reasonably rejected Potomac's offer to be unacceptable because it was
   ambiguous as to whether it was offering an alternative motor which
   complied with all of the RFP requirements. Cache Box, Inc., supra; Barton
   ATC, Inc., B-271877, B-271878, Aug. 6, 1996, 96-2 CPD para. 58 at 3-5.

   The protest is denied.

   Gary L. Kepplinger

   General Counsel