B-121867, NOV. 21, 1955

B-121867: Nov 21, 1955

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TO MONOLITH PORTLAND MIDWEST COMPANY: FURTHER REFERENCE IS MADE TO YOUR LETTER OF JUNE 28. YOUR PROTEST WHICH WAS SET FORTH IN YOUR "PROTEST AND COUNTER PROPOSAL TO GENERAL SERVICES ADMINISTRATION" DATED MAY 23. WAS BASED UPON THE FOLLOWING GROUNDS: "A. WHICH IS ENTIRELY INCONSISTENT WITH ITS PRACTICAL USE AS A FACILITY IN WHICH A PROCESS OR OTHER COMMERCIAL OPERATION COULD BE TESTED. THAT THIS PROPOSAL "INVITATION" IS MAINLY A REPETITION OF THE TERMS PRIVATELY AGREED UPON BY GSA AND IDEAL CEMENT COMPANY IN THEIR ARRANGEMENT MADE CONCERNING THIS PROPERTY IN THE LETTER OF INTENT DATED SEPTEMBER 24. THAT THIS ARRANGEMENT IS OF DOUBTFUL LEGALITY BECAUSE IT IS CONTRARY TO THE DECISION OF THE OFFICE OF DEFENSE MOBILIZATION OF MARCH 18.

B-121867, NOV. 21, 1955

TO MONOLITH PORTLAND MIDWEST COMPANY:

FURTHER REFERENCE IS MADE TO YOUR LETTER OF JUNE 28, 1955, WITH ENCLOSURES, PROTESTING THE SALE BY THE GENERAL SERVICES ADMINISTRATION OF THE LARAMIE ALUMINA PLANT TO THE IDEAL CEMENT COMPANY.

YOUR PROTEST WHICH WAS SET FORTH IN YOUR "PROTEST AND COUNTER PROPOSAL TO GENERAL SERVICES ADMINISTRATION" DATED MAY 23, 1955, WAS BASED UPON THE FOLLOWING GROUNDS:

"A. DOES NOT EMBRACE A SALE BUT ONLY AN UNSTABLE LEASE TERMINABLE BY OPTION OF THE OWNER, WHICH IS ENTIRELY INCONSISTENT WITH ITS PRACTICAL USE AS A FACILITY IN WHICH A PROCESS OR OTHER COMMERCIAL OPERATION COULD BE TESTED, DEVELOPED, IMPROVED AND A MARKET BUILT FOR THE PRODUCT MAINLY BASED UPON LONG TIME SALES CONTRACTS;

"B. THAT THIS PROPOSAL "INVITATION" IS MAINLY A REPETITION OF THE TERMS PRIVATELY AGREED UPON BY GSA AND IDEAL CEMENT COMPANY IN THEIR ARRANGEMENT MADE CONCERNING THIS PROPERTY IN THE LETTER OF INTENT DATED SEPTEMBER 24, 1954;

"C. THAT THIS ARRANGEMENT IS OF DOUBTFUL LEGALITY BECAUSE IT IS CONTRARY TO THE DECISION OF THE OFFICE OF DEFENSE MOBILIZATION OF MARCH 18, 1954 WHICH DIRECTED GSA TO ATTEMPT FOR 45 DAYS TO ARRANGE A LEASE OF THE PROPERTY FOR ONE YEAR AND IF UNSUCCESSFUL TO THEN RELEASE THE PLANT FOR ,FINAL DISPOSAL; "

"D. THAT THE PROPOSED LEASE ARRANGEMENT ALSO MAY BE ILLEGAL BECAUSE IT VIOLATES THE CONCLUSIONS OF THE SPECIAL GOVERNMENT ACTIVITIES SUBCOMMITTEE ON GOVERNMENT OPERATIONS OF MAY 3, 1955, AND REAFFIRMED AFTER PROTEST FROM GSA ON MAY 17, 1955, WHICH AFTER SPECIFICALLY DISAPPROVING THIS PRIVATE ARRANGEMENT THERETOFORE MADE BETWEEN GSA AND IDEAL SUGGESTED THAT THE PLANT "BE TRANSFERRED TO PRIVATE OWNERSHIP" AS RAPIDLY AS POSSIBLE.

"E. THAT THE PROPOSED ARRANGEMENT WOULD PROBABLY BE INEFFECTUAL AS IT IS NOT LIKELY THAT THE COMMITTEE ON GOVERNMENT OPERATIONS WOULD REVERSE ITS POSITION OR WITHDRAW ITS DISAPPROVAL ON A TRANSACTION WHICH AMOUNTS TO SUBSTANTIALLY A REPETITION OF THE ACTS PREVIOUSLY DISAPPROVED BY IT.

"THEREFORE, MONOLITH PORTLAND MIDWEST COMPANY HEREBY PROTESTS THE ACCEPTANCE OF ANY BID UPON THE TERMS PRESENTLY OFFERED.'

WE HAVE MADE A DETAILED INVESTIGATION OF THE BASES FOR YOUR PROTEST AND, ACCORDING TO OUR UNDERSTANDING OF THE MATTER, THE FACTS ARE AS SET OUT BELOW.

THE PLANT WAS CONSTRUCTED BY YOU UNDER A CONTRACT WITH THE DEFENSE PLANT CORPORATION, A SUBSIDIARY OF THE RECONSTRUCTION FINANCE CORPORATION. THE CONTRACT HAD FOR ITS PURPOSE THE DETERMINATION OF THE FEASIBILITY OF COMMERCIALLY EXTRACTING ALUMINA FROM NATIVE ANORTHOSITE ORES BY A METHOD DEVELOPED BY YOU. THE CONTRACT PROVIDED THAT YOU SHOULD OPERATE THE PLANT FOR THE DEFENSE PLANT CORPORATION FOR TEN YEARS SUBJECT TO THE RIGHT OF EITHER PARTY TO CANCEL THE OPERATING AGREEMENT UPON 30 DAYS' NOTICE, AT ANY TIME AFTER 60 DAYS AFTER COMPLETION OF THE PLANT. THE DEFENSE PLANT CORPORATION AGREED THAT, SHOULD IT DECIDE TO DISPOSE OF THE PLANT DURING THE CONTINUANCE OF THE OPERATING AGREEMENT OR WITHIN 6 MONTHS OF ITS TERMINATION, YOU WOULD HAVE THE OPTION TO PURCHASE.

THE DEFENSE PLANT CORPORATION WAS DISSOLVED PURSUANT TO THE ACT APPROVED JUNE 30, 1945 (59 STAT. 310; 15 U.S.C. 605 K-1, 616 B NOTE) AND ITS FUNCTIONS, POWERS, DUTIES, AND AUTHORITY WERE TRANSFERRED TO THE RECONSTRUCTION FINANCE CORPORATION EFFECTIVE JULY 1, 1945. ON SEPTEMBER 10, 1946, WHEN THE PLANT WAS NEARING COMPLETION, THE RECONSTRUCTION FINANCE CORPORATION TERMINATED THE CONTRACT UPON AN ORDER ISSUED BY THE DIRECTOR OF WAR MOBILIZATION AND RECONVERSION PURSUANT TO THE WAR MOBILIZATION AND RECONVERSION ACT OF 1944, 58 STAT. 785, 50 U.S.C.A. APPENDIX SECTIONS 1651-1678. LESS THAN 2 MONTHS THEREAFTER YOU COMMENCED A PROCEEDING IN A STATE COURT FROM WHENCE IT WAS REMOVED TO THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF CALIFORNIA, REQUESTING RELIEF IN THE ALTERNATIVE, EITHER POSSESSION OF THE PLANT, PLUS $516,000 TO COMPLETE IT, AND $1,200,000 TO MAKE A TEST RUN, OR $7,500,000 WITH WHICH TO BUILD AND OPERATE ANOTHER PLANT; AND FOR REIMBURSEMENT OF EXPENSES INCURRED BEFORE TERMINATION OF THE CONTRACT; TOGETHER WITH INTEREST. THE COURT ENTERED A JUDGMENT OF DISMISSAL AND YOU APPEALED. THE UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT AFFIRMED THE JUDGMENT, 178 F.2D 854, HOLDING THAT YOU COULD NOT MAINTAIN AN ACTION AGAINST THE UNITED STATES WITHOUT FIRST SEEKING APPROPRIATE ADMINISTRATIVE RELIEF UNDER THE CONTRACT SETTLEMENT ACT.

THE GSA AMONG OTHER GOVERNMENT AGENCIES SCREENED THE PLANT FOR FURTHER FEDERAL NEED AND, AS A RESULT, ON SEPTEMBER 27, 1951, ISSUED A PERMIT FOR OCCUPANCY BY THE BUREAU OF MINES, DEPARTMENT OF THE INTERIOR, FOR CONDUCTING EXPERIMENTS IN PRODUCING ALUMINA. THE BUREAU DISCONTINUED ITS EXPERIMENTAL OPERATIONS AND GAVE UP ITS OCCUPANCY OF THE PLANT IN THE FIRST PART OF 1954. THE EXPERIMENTAL OPERATION OF THE PLANT BY THE BUREAU WAS CONSIDERED BY THE SENATE APPROPRIATIONS COMMITTEE DURING THE COURSE OF HEARINGS ON H.R. 4828 WHICH INCLUDED A REQUEST FOR AN APPROPRIATION OF $650,000 TO CONCLUDE THE BUREAU'S EXPERIMENTS BY JUNE 30, 1954. SENATE REPORT NO. 445, 83D CONGRESS, 1ST SESSION, ON THE INTERIOR DEPARTMENT APPROPRIATION BILL FOR 1954, INCLUDED A STATEMENT THAT THE SENATE COMMITTEE ON APPROPRIATIONS BELIEVED IT WOULD BE IN THE PUBLIC INTEREST IF THE GSA WOULD, AS SOON AS POSSIBLE, ATTEMPT TO NEGOTIATE EITHER A LEASE OR SALES AGREEMENT WITH AN INDUSTRIAL OPERATOR, SUCH AGREEMENT TO TAKE EFFECT UPON RELEASE OF THE PROPERTY BY THE BUREAU OF MINES, AT THE SAME TIME RETAINING CERTAIN RIGHTS IN THAT BUREAU.

IN A LETTER OF DECEMBER 7, 1953, YOU REQUESTED THE OFFICE OF DEFENSE MOBILIZATION TO MAKE THE PLANT A PART OF THE NATIONAL INDUSTRIAL RESERVE AND REQUESTED ALSO THAT ITS DISPOSAL BE MADE SUBJECT TO A COMMITMENT ON THE PART OF THE PURCHASER TO CONTINUE PRODUCING ALUMINA IN THE PLANT FROM LOCAL SILICATES. BY LETTER OF JANUARY 7, 1954, THE DEPARTMENT OF THE INTERIOR ADVISED THE DEFENSE MOBILIZATION THAT THE PLANT WAS AN EXPERIMENTAL PLANT AND NOT A COMMERCIAL OR INDUSTRIAL ONE; THAT THE ECONOMIC COMPETITIVENESS OF THE PROCESS HAD NOT BEEN ESTABLISHED; THAT THE PLANT LACKED FLEXIBILITY FOR CONVERSION TO OTHER ALUMINA PRODUCTION OF TECHNIQUES SHOULD THEY PROVE MORE ECONOMICAL; AND RECOMMENDED AGAINST STRINGENT RESTRICTIONS BEING PLACED ON THE USE OF THE PLANT IN THE BELIEF THEY MIGHT PROVE DETRIMENTAL TO ITS MOST EFFICIENT UTILIZATION. BY LETTER DATED MARCH 18, 1954, IN RESPONSE TO THE LETTER OF DECEMBER 7, 1953, THE OFFICE OF DEFENSE MOBILIZATION ADVISED YOU THAT IT WAS THEIR CONSIDERED OPINION THAT THE FACTS OF RECORD DID NOT JUSTIFY A RECOMMENDATION TO THE SECRETARY OF DEFENSE THAT THE PLANT DECLARED A PORTION OF THE NATIONAL INDUSTRIAL RESERVE. BY LETTER OF THE SAME DATE THE ODM ADVISED GSA OF THE FOREGOING ACTION BUT SUGGESTED THAT GSA ENDEAVOR FOR A PERIOD OF 45 DAYS TO FIND A LESSEE WHO WOULD OPERATE THE PLANT FOR A PERIOD OF ONE YEAR, PROVIDED ONE COULD BE FOUND WHO WOULD UNDERTAKE THE PROJECT AT NO COST TO THE GOVERNMENT AND WHO WOULD GIVE THE BUREAU OF MINES PERSONNEL ACCESS TO ALL TEST DATA AND RESULTS. IT WAS STATED FURTHER THAT, LACKING SUCCESS IN ARRANGING OPERATION ON SUCH BASIS, THE PLANT SHOULD BE RELEASED FOR FINAL DISPOSAL WITHOUT REFERENCE TO CONSIDERATIONS OF NATIONAL SECURITY.

GSA STATES THAT, IN MARCH 1954, INVITATIONS WERE ISSUED REQUESTING BIDS FOR THE SALE OF THE PLANT. THE INVITATIONS SPECIFIED THAT THE SUCCESSFUL BIDDER WOULD USE THE PLANT AND EQUIPMENT IN ITS THEN LOCATION FOR CARRYING ON A MANUFACTURING OPERATION FOR A PERIOD OF NOT LESS THAN 5 YEARS AFTER DATE OF CONVEYANCE OF TITLE BY THE UNITED STATES. THREE BIDS WERE RECEIVED, ONE FROM THE IDEAL CEMENT COMPANY WHICH OFFERED TO OPERATE THE PLANT FOR FURTHER ALUMINA PRODUCTION EXPERIMENTATION OF COST-PLUS ONE DOLLAR PER YEAR, OR ALTERNATELY, TO PURCHASE THE PLANT WITHOUT RESTRICTION ON USE OR REMOVAL OF THE EQUIPMENT, FOR $1,050,000 CASH; ONE FROM YOUR CONCERN WHICH OFFERED $600,000 PAYABLE $100,000 DOWN AND THE BALANCE IN 5 YEARS WITH INTEREST AT 4 PERCENT, THE PLANT TO BE OPERATED FOR A REASONABLE TEST RUN IN PRODUCTION OF ALUMINA; AND ONE FROM THE HARVEY MACHINE COMPANY WHICH OFFERED $3,000,000 FOR THE FACILITIES WITH NO DOWN PAYMENT AND NO INTEREST ON THE DEFERRED PURCHASE PRICE BUT WITH PAYMENTS TO BE MADE AT THE RATE OF $3 PER TON FOR ALUMINA PRODUCED.

THE GSA REPORTS THAT THE THREE BIDS WERE REJECTED ON MAY 19, 1954, AND THAT IT ENTERED INTO SEPARATE NEGOTIATIONS WITH EACH OF THE THREE BIDDERS. IT STATES FURTHER THAT NEGOTIATIONS WERE CONDUCTED WITH EACH OF THE BIDDERS SEPARATELY DURING THE PERIOD FROM MAY 19TO JUNE 2, 1954, WHEN EACH BID WAS DISCUSSED WITH THE BIDDER EXTENSIVELY AND THE OBJECTIVES OF BOTH ODM AND THE PROPOSED SENATE JOINT RESOLUTION 120 AS WELL AS LOCAL INTEREST IN CONTINUING EMPLOYMENT WERE THOROUGHLY EXPLAINED. ON THE BASIS OF THESE DISCUSSIONS EACH BIDDER WAS REQUESTED BY LETTER OF JUNE 2, 1954, TO SUBMIT A NEW OFFER TO PURCHASE THE PLANT EITHER WITHOUT RESTRICTIONS ON ITS USE OR WITH THE PURCHASER AGREEING TO A FORMULA FOR FURTHER EXPERIMENTAL ALUMINA PRODUCTION FOR ONE YEAR, WITH THE GOVERNMENT HAVING THE CONDITIONAL RIGHT, DEPENDENT UPON THE RESULTS OF THE YEARS EXPERIMENTAL PRODUCTION, TO REQUIRE ALUMINA PRODUCTION FOR AN ADDITIONAL 9 YEARS. BIDS RECEIVED PURSUANT TO THIS REQUEST WERE OPENED IN WASHINGTON ON JUNE 21, 1954. IT APPEARS THAT THESE BIDS WERE SIMILAR TO THOSE RECEIVED IN RESPONSE TO THE FIRST INVITATION AND THAT THE BID SUBMITTED BY THE HARVEY MACHINE COMPANY WAS PROPERLY RULED OUT AS BEING ENTIRELY UNRESPONSIVE.

THE PLANT WAS REAPPRAISED IN JUNE 1954 AND WAS FOUND TO HAVE NO SALES VALUE FOR PRODUCING ALUMINA, A VALUE OF $1,050,000 FOR SALVAGE AND A VALUE OF $1,800,000 FOR CONVERSION TO PORTLAND CEMENT PRODUCTION. ON JUNE 23, 1954, A MEETING WAS HELD BETWEEN OFFICIALS OF GSA AND ODM AT WHICH THE LATEST BIDS WERE REVIEWED AND THE PROSPECTS FOR DISPOSAL OF THE PLANT FOR FURTHER ALUMINA EXPERIMENTATION AT NO COST TO THE GOVERNMENT WERE DISCUSSED. IT WAS AGREED THAT THE DISPOSAL EFFORTS OF GSA HAD CONCLUSIVELY DEMONSTRATED THAT THE EARLIER SUGGESTION OF ODM THAT THE PLANT BE OPERATED FOR ONE YEAR BY A COMMERCIAL OPERATOR TO CONTINUE THE EXPERIMENTAL PRODUCTION OF ALUMINA AT NO COST TO THE GOVERNMENT WAS IMPOSSIBLE OF ACCOMPLISHMENT AND THAT, INSOFAR AS ODM WAS CONCERNED, NO FURTHER CONSIDERATION SHOULD BE GIVEN ITS RECOMMENDATION IN THE MATTER.

IT IS UNDERSTOOD THAT WHILE GSA WAS IN THE PROCESS OF REVIEWING THE BIDS SUBMITTED BY YOU AND IDEAL YOU SUBMITTED AN ENTIRELY NEW PROPOSAL ON JULY 27, 1954, AND THAT ALL BIDS RECEIVED AND OPENED ON JUNE 21, 1954, AS WELL AS YOUR BID OF JULY 27, 1954, WERE HELD UNDER ACTIVE CONSIDERATION BY GSA UNTIL SEPTEMBER 1954, DURING WHICH TIME THERE WERE EXTENSIVE DISCUSSIONS BETWEEN OFFICIALS OF ALL AGENCIES CONCERNED WITH THE DISPOSAL AS WELL AS BETWEEN GSA AND MEMBERS OF THE CONGRESSIONAL DELEGATION FROM WYOMING AND REPRESENTATIVES FROM THE WYOMING NATIONAL RESOURCES BOARD AND THE LARAMIE, WYOMING, CHAMBER OF COMMERCE. IT IS UNDERSTOOD ALSO THAT THE DISCUSSIONS INCLUDED CAREFUL CONSIDERATION OF ALL ASPECTS OF THE VARIOUS PROBLEMS INVOLVED, SUCH AS THE LOCAL INTEREST IN EMPLOYMENT AND OBLIGATION TO REALIZE THE HIGHEST DOLLAR RETURN ON THE SALE AND THE POSSIBLE USES OF THE PLANT.

IT APPEARS THAT DISCUSSIONS WERE CONTINUED WITH YOU WITH A VIEW TOWARDS OBTAINING A BETTER OFFER UNTIL YOUR MR. BURNETT STATED THAT HIS PROPOSAL TO PAY $1,110,000 WAS THE BEST AND ONLY OFFER HE WAS WILLING TO MAKE AND THAT, IN THE EVENT THE GOVERNMENT DID NOT SEE ITS WAY CLEAR TO ACCEPT THAT OFFER, IT COULD ENDEAVOR TO DISPOSE OF THE PROPERTY TO OTHERS. IN VIEW THEREOF, AND, IN ACCORDANCE WITH THE UNDERSTANDING ANNOUNCED AT THE JUNE 21, 1954, BID OPENING, GSA INFORMALLY ADVISED IDEAL ON SEPTEMBER 14, 1954, THAT IT WAS PROPOSED TO REJECT ITS BID AND TO DISPOSE OF THE PLANT TO YOU. HOWEVER, ON SEPTEMBER 15, 1954, IDEAL ADVISED GSA BY WIRE THAT IT WOULD HAVE A SUPPLEMENTAL BID IN ITS HANDS NOT LATER THAN SEPTEMBER 20, 1954, AND REQUESTED THAT FINAL DISPOSAL ACTION BE DEFERRED PENDING CONSIDERATION THEREOF. ON SEPTEMBER 16, 1954, IDEAL PRESENTED AN ENTIRELY NEW PROPOSAL FOR THE PURCHASE OF THE PLANT FOR THE SUM OF $1,200,000, PAYABLE 20 PERCENT DOWN AND THE BALANCE IN 40 EQUAL QUARTER ANNUAL INSTALLMENTS, TOGETHER WITH FIVE PERCENT INTEREST ON THE UNPAID BALANCE AND SUBJECT TO THE CONDITIONS SPECIFIED WITH WHICH IDEAL WAS TO COMPLY. LETTER OF INTENT FOR THE PURCHASE OF THE PLANT WAS AWARDED TO IDEAL ON SEPTEMBER 24, 1954.

THE SPECIAL GOVERNMENT ACTIVITY SUBCOMMITTEE OF THE HOUSE COMMITTEE ON GOVERNMENT OPERATIONS HELD HEARINGS ON THE DISPOSED ACTION OF THE GENERAL SERVICES ADMINISTRATION. FOLLOWING THOSE HEARINGS AND IN LINE WITH THE WISHES OF THE SUBCOMMITTEE, GSA ENTERED INTO FURTHER NEGOTIATIONS WITH YOUR CONCERN AND IDEAL, AND IDEAL RAISED ITS PRIOR BID TO $1,373,000 AND YOU RAISED YOUR BID TO $1,300,000. THE BID OF IDEAL AS AMENDED WAS ACCEPTED BY THE GSA AS EVIDENCED BY A LETTER DATED MAY 27, 1955. OUR RECORDS SHOW ALSO THAT YOUR BID WAS REJECTED BY A LETTER OF THE SAME DATE BECAUSE IT WAS THE LOWER OF THE TWO RECEIVED, AND DID NOT CONFORM TO THE TERMS AND CONDITIONS OF THE INVITATION. WE HAVE ASCERTAINED THAT APPROPRIATE COVENANTS HAVE BEEN INCORPORATED IN THE QUITCLAIM DEED WHICH CONVEYED THE PLANT TO IDEAL TO ASSURE COMPLIANCE WITH THE REPRESENTATIONS OF IDEAL ON THE BASIS OF WHICH THE ASSISTANT ATTORNEY GENERAL STATED THAT HE DID NOT CONSIDER THE SALE AS TENDING TO CREATE OR MAINTAIN A SITUATION INCONSISTENT WITH THE ANTITRUST LAWS. IT IS UNDERSTOOD THAT THE BASIC AUTHORITY FOR THE SALE OF THE PLANT WAS SECTION 203 OF THE FEDERAL PROPERTY AND ADMINISTRATIVE SERVICES ACT OF 1949, 63 STAT. 385. PARAGRAPH (B) OF THAT SECTION PROVIDED THAT THE CARE AND HANDLING OF SURPLUS PROPERTY PENDING ITS DISPOSITION, AND THE DISPOSAL OF SURPLUS PROPERTY MAY BE PERFORMED BY THE GENERAL SERVICES ADMINISTRATION. PARAGRAPH (E) PROVIDED THAT UNLESS THE ADMINISTRATOR SHOULD DETERMINE THAT DISPOSAL BY ADVERTISING WOULD, IN A GIVEN CASE, BETTER PROTECT THE PUBLIC INTEREST, SURPLUS PROPERTY DISPOSALS MIGHT BE MADE WITHOUT REGARD TO ANY PROVISION OF EXISTING LAW FOR ADVERTISING UNTIL 12 O-CLOCK NOON EASTERN STANDARD TIME, DECEMBER 31, 1950. THIS DATE WAS EXTENDED TO JUNE 30, 1955. SEE PUBLIC NO. 492, 83D CONGRESS, APPROVED JULY 14, 1954, 6868 STAT. 474.

IT IS CLEAR FROM THE RECORD THAT THE ACTION OF THE ADMINISTRATOR, GSA, IN REJECTING YOUR BID AND IN ACCEPTING THE HIGHEST BID SUBMITTED BY IDEAL WAS DEFINITELY IN THE INTEREST OF THE GOVERNMENT FROM THE STANDPOINT OF PRICE AND THAT SUCH ACTION WAS WITHIN THE AUTHORITY OF THE ADMINISTRATOR TO NEGOTIATE A CONTRACT FOR THE DISPOSAL OF THE PLANT. THE TERMS AND CONDITIONS UPON WHICH THE GENERAL SERVICES ADMINISTRATION REQUESTED PROPOSALS FOR DISPOSAL OF THE PLANT WERE MATTERS PRIMARILY FOR DETERMINATION BY THAT ADMINISTRATION AND ARE NOT FOR QUESTIONING BY OUR OFFICE, IN THE ABSENCE OF A SHOWING OF FRAUD OR BAD FAITH AMOUNTING TO FRAUD. THERE IS NOT THE SLIGHTEST INDICATION OF SUCH FACTORS BEING PRESENT IN THIS MATTER. ON THE CONTRARY, IT IS CLEAR THAT EVERY OPPORTUNITY WAS AFFORDED YOU TO PURCHASE THE PLANT ON TERMS WHICH IDEAL AGREED TO MEET. YOU DID NOT SEE FIT TO OFFER THE GOVERNMENT MORE FAVORABLE OR BETTER TERMS THAN OTHERWISE WERE OBTAINABLE AND IT FOLLOWS THAT THE BEST INTERESTS OF THE GOVERNMENT REQUIRED THE ACCEPTANCE OF THE PROPOSAL SUBMITTED BY IDEAL. FURTHERMORE, OUR REVIEW OF AVAILABLE EVIDENCE HAS NOT DISCLOSED THAT THE GENERAL SERVICES ADMINISTRATION IN NEGOTIATING THE SALE MANIFESTED A PREJUDICIAL ATTITUDE TOWARD YOUR COMPANY OR FAVORITISM TOWARD IDEAL.

IN THE CIRCUMSTANCES, WE PERCEIVE NO BASIS FOR QUESTIONING THE ADMINISTRATIVE ACTION IN THE MATTER OF DISPOSING OF THE PLANT.