Tours, Lodging & Conferences, Inc.

B-270478 Mar 08, 1996 Jump To VIEW DECISION RELATED PAGES GAO CONTACTS Highlights Contention that award was improper because the awardee had been terminated as a corporation under state law for failing to file an annual report is denied where the awardee was reinstated prior to award of the contract and was never in a position to elect to avoid the contract award. TLC contends that the awardee's bid was nonresponsive because CMS. " under which CMS/Staten Island certified that it was a joint venture consisting of two corporate entities. Bids were opened September 19. After the low bid was determined to be nonresponsive. Award was made to CMS/Staten Island. The agency reports that the contracting officer was not aware of any defects in the awardee's corporate status up through the time of award and that when she first learned of this allegation with the filing of TLC's protest. View Decision Matter of: Tours, Lodging & Conferences, Inc. File: B-270478 Date: March 8, 1996 Contention that award was improper because the awardee had been terminated as a corporation under state law for failing to file an annual report is denied where the awardee was reinstated prior to award of the contract and was never in a position to elect to avoid the contract award. Attorneys DECISION Tours, Lodging & Conferences, Inc. (TLC) protests the award of a contract to the joint venture, Command Management Services, Inc. d/b/a Convention Marketing Services, Inc. (CMS)/Staten Island Hotel, under invitation for bids (IFB) No. DAKF-29-95-B-0041, issued by the Department of the Army for meals, lodging and transportation services in support of the Military Entrance Processing Center in New York, New York. TLC contends that the awardee's bid was nonresponsive because CMS, one of the joint venture partners, lacked corporate existence at the time of bid opening. We deny the protest. The IFB, issued September 7, 1995, contained the certification found at Federal Acquisition Regulation sec. 4.102, entitled "Contractor's Signature," under which CMS/Staten Island certified that it was a joint venture consisting of two corporate entities. Bids were opened September 19. After the low bid was determined to be nonresponsive, award was made to CMS/Staten Island, the second-low bidder, on October 10. TLC protested to the agency on October 20, alleging that at the time of bid opening one of the joint venture partners, CMS, had involuntarily had its corporate status dissolved by the state of Oregon for failure to timely file its annual report. The agency reports that the contracting officer was not aware of any defects in the awardee's corporate status up through the time of award and that when she first learned of this allegation with the filing of TLC's protest, she sought information on this matter. CMS' president explained to the contracting officer that at the time of bid submission she was unaware of the involuntary dissolution, which had occurred on February 27 because of CMS' failure to file its required corporate annual report. In the process of renewing CMS' corporate credit line in September, the president became aware of the dissolution and immediately initiated steps to obtain reinstatement, which was obtained October 9. CMS' president submitted to the Army a copy of the reinstatement certificate. The state of Oregon corporate reinstatement certificate states that, pursuant to Oregon State Law, when reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes business as if the administrative dissolution had never occurred. Because CMS was reinstated on October 9, before the contract award, the Army determined that the contract was binding and could not be avoided by CMS. Based on this finding, the Army denied TLC's protest on October 31 and this protest to our Office followed. TLC argues that because of CMS' involuntary dissolution, CMS did not legally exist as a corporate entity at the time of bid opening and therefore the bid must be rejected as nonresponsive. To support its position, the protester cites Delaware East Wind, Inc., B-221314, Mar. 12, 1986, 86-1 CPD para. 246, in which we held that a bid submitted by a corporation, which the contracting officer knew was not in existence at bid opening under applicable state law, was properly rejected as nonresponsive. We reasoned that to permit otherwise would enable irresponsible parties to undermine the competitive bidding procedures by submitting bids that could be avoided or backed up by real principals as their interests might dictate. The protester also cites Casper Constr. Co., Inc., B-253887, Oct. 26, 1993, 93-2 CPD para.