Oklahoma County Newspapers, Inc.

Oklahoma County Newspapers, Inc. BNUMBER: B-270849; B-270849.2 DATE: May 6, 1996 TITLE: Oklahoma County Newspapers, Inc. ********************************************************************** Matter of:Oklahoma County Newspapers, Inc. File: B-270849; B-270849.2 Date:May 6, 1996 Randy L. Goodman, Esq., and Debby Walden, Esq., for the protester. V. Burns Hargis, Esq., McAfee & Taft, for the Journal Record Publishing Company, an intervenor. Richard P. Castiglia, Jr., Esq., Department of the Air Force, for the agency. Marie Penny Ahearn, Esq., and John M. Melody, Esq., Office of the General Counsel, GAO, participated in the preparation of the decision. DIGEST 1. Offer submitted in trade name properly was accepted for award where evidence of use of trade name was existing and available to agency at time of award and adequately identified corporation that would be bound by offer. 2. Protest that agency improperly credited experience of predecessor firm to successor awardee is denied where awardee retained a significant number of key personnel and some assets of predecessor firm, thus evidencing continuity of operations between the two firms such that predecessor firm's experience was relevant to predicting successor firm's successful performance of contract. DECISION Oklahoma County Newspapers, Inc. (OCN) protests the award of a contract to the Journal Record Publishing Company (JRPC) under request for proposals (RFP) No. F34650-96-R-0008, issued by the Department of the Air Force for publication of the base newspaper at Tinker Air Force Base, Oklahoma. The protester contends that (1) the award improperly was made to a nonexistent entity, and (2) the agency improperly evaluated proposals. We deny the protest. BACKGROUND The Air Force issued the RFP on November 13, 1995, for publication of the Tinker Take Off, a weekly civilian enterprise (CE) newspaper.[1] The RFP contemplated award of a 1-year contract, with four 1-year options, to the responsible offeror whose proposal, conforming to the solicitation, would be most advantageous to the government. In this regard, the RFP listed five evaluation criteria--(1) capability concerning various printing aspects, such as type fonts and screens; (2) ability to meet contract requirements, including staff; (3) experience and past performance, including experience in publishing similar publications; (4) convenience of communication between the base public affairs office and the publisher in terms of distance and use of computer equipment; and (5) proposed services in addition to those required. Two offers--JRPC's and OCN's--were received. Based on the evaluation, the agency determined JRPC's proposal to be superior to OCN's, and thus made award to that firm on December 21, 1995. NONEXISTENT ENTITY The protester argues that award was invalid because JRPC was not a legal entity until after the December 21 award; JRPC was incorporated in the state of Delaware (on January 5, 1996) and authorized to do business in the state of Oklahoma (on January 11, 1996). A contract cannot be awarded to a nonexistent entity, since no firm would be bound to perform the work. National Found. Co., 72 Comp. Gen. 307 (1993), 93-2 CPD para. 143. However, this rule does not automatically prohibit award in the name of such an entity, so long as there is evidence establishing an identity between the nominal offeror and a legitimate entity; for example, where the nominal offeror is a trade name used by an established business entity, and available evidence makes it possible to identify the actual offeror with sufficient certainty so that the offeror would not be able to avoid the obligations resulting from acceptance of its offer, acceptance of the offer is proper. Coonrod & Assocs., 67 Comp. Gen. 117 (1987), 87-2 CPD para. 549; Sunrise Int'l Group, Inc., B-251956, Feb. 8, 1993, 93-1 CPD para. 114; Jack B. Imperiale Fence Co., Inc., B-203261, Oct. 26, 1981, 81-2 CPD para. 339.[2] The record sufficiently establishes an identity between JRPC and Dolan Publishing Company (DPC) so that the offer submitted in the trade name of JRPC would legally bind DPC under the contract. Specifically, on May 8, 1995, during the final option year of JRPC's incumbent contract to publish the Tinker Take Off, JRPC was acquired by DPC, a Minnesota corporation. In connection with this purchase, DPC created a business entity--the Journal Record Acquisition Company (JRAC)--into which the JRPC assets were to be transferred.