Satellite Services, Inc., B-280945; B-280945.2; B-280945.3,

Satellite Services, Inc., B-280945; B-280945.2; B-280945.3, BNUMBER: B-280945; B-280945.2; B-280945.3 DATE: December 4, 1998 TITLE: Satellite Services, Inc., B-280945; B-280945.2; B-280945.3, December 4, 1998 ********************************************************************** Matter of:Satellite Services, Inc. File: B-280945; B-280945.2; B-280945.3 Date:December 4, 1998 Laurence Schor, Esq., and Susan L. Schor, Esq., McManus, Schor, Asmar & Darden, for the protester. Kenneth W. Dodds, Esq., for the Small Business Administration. Capt. Steven H. Levin, Department of the Army, for the agency. C. Douglas McArthur, Esq., and Christine S. Melody, Esq., Office of the General Counsel, GAO, participated in the preparation of the decision. DIGEST 1. Award under solicitation for construction services would not result in a binding requirements contract, where the solicitation does not obligate the agency to order any work at all from any individual contractor, and where, despite government promise to allow awardees to enter into limited competition for future task orders, the contracting officer can deny contractors the right to compete if it is "in the best interest of the government"; a party may not reserve to itself a method of unlimited exculpation without rendering the promises illusory and the contract void. 2. Award under solicitation for construction services would not result in a binding indefinite-quantity contract where it contains no obligatory minimum quantity, rendering the government's obligations illusory and, therefore, unenforceable. DECISION Satellite Services, Inc. (SSI) protests the terms of request for proposals (RFP) No. DAHA23-98-R-0002, for construction work at various National Guard installations. Satellite asserts that the RFP is flawed because the agency is commiting itself neither to order a stated minimum quantity of services nor to order all of its requirements from a successful offeror, rendering illusory the consideration necessary for an enforceable contract. We sustain the protest. On August 5, 1998, the United States Property and Fiscal Officer for Missouri issued the RFP for a "multiple-award, multiple-year task order contract" for maintenance, repair, and construction work at Rosecrans Memorial Airport in St. Joseph, Missouri, Jefferson Barracks and Lambert Field in St. Louis, and Canon Range at Fort Leonard Wood for 1 year, with four 1-year options. RFP, Standard Form (SF) 1442, block 10, and sec. B.1.a. The solicitation allows potential offerors to specify at which of the four locations, and in which dollar ranges,[1] they would like to compete for task orders if they are selected for award of a task order contract. The RFP provides for no guaranteed minimum per contractor; a contractor can receive a maximum of $20 million over the 5-year term of the contract. RFP sec. B.6.a. A contractor may request release from the contract at any time after the base year. RFP sec. B.4. Section C of the RFP contains a statement of work and an explanation of how the contract would be administered. Each contractor promises to maintain an office within 100 miles of the project locations and to attend, within 24 hours of notice, preproposal site visits. RFP sec. C.1.g. The agency will issue an oral or electronic (facsimile or e-mail) "Notice of Proposed Task Order Project Request for Proposal," with a brief synopsis of the project including required performance period, details of the preproposal conference, and "best value requirements"--that is, whether award will be based on price or a price/technical tradeoff. RFP sec. C.5.a. Based on competitive proposals received "exclusively" from task order contractors, the agency will select one of those contractors, to which it will issue the task order. RFP sec. C.1.c. Pursuant to RFP sec. C.7.a the contractors will be given "a fair opportunity to compete for each . . . proposed project" at the locations and in the price ranges included in their contracts. While the RFP states that the agency will offer all construction acquisition projects from $2,000 to $3 million in value at the installations covered, for competition among the contractors, the RFP also allows the government to exclude projects "unique" in nature. RFP sec. C.1.b. The RFP also provides that the contracting officer will not have to provide the contractors with the opportunity to compete where there is an urgent need; where he determines that only one contractor can provide the services because of their unique or highly specialized nature; where a project is a "logical follow-on to an order already issued under the contract"; or "when otherwise determined to be in the best interest of the Government." RFP sec. C.3.