B-170414, NOV. 17, 1970

B-170414, NOV. 17, 1970

BID PROTEST - BIDDER RESPONSIVENESS DENIAL OF PROTEST BY DODCO, INC., A LOW PROPOSER, AGAINST AWARD OF NEGOTIATED CONTRACT TO TEXTRON, INC. A BELL AEROSYSTEMS COMPANY FOR AN AUTOMATIC FLARE AND DECRAB GUIDANCE AND CONTROL SYSTEM UNDER A REQUEST FOR PROPOSALS ISSUED BY THE NATIONAL AERONAUTICS & SPACE ADMINISTRATION. A LOW PROPOSER WHO FAILS TO DISCUSS SUCH QUESTIONS AS A STEEPER FLIGHT PATH, UNPOWERED APPROACHES, ETC., REQUIRED FOR THE AUTOLAND SYSTEM OF A SPACE SHUTTLE VEHICLE, CANNOT BE CONSIDERED TO HAVE MET THE REQUIREMENT TO PROVIDE SUFFICIENT DETAIL TO PERMIT A COMPREHENSIVE ENGINEERING EVALUATION AND THEREFORE, CANNOT BE CONSIDERED A RESPONSIVE BIDDER. LOW PRICE IS NOT THE SOLE CRITERION IN A NEGOTIATED PROCUREMENT; PROTESTANT MUST ALSO PROVIDE A TECHNICALLY ADEQUATE PROPOSAL. IN TECHNICAL MATTERS THE GAO MUST ACCEPT THE JUDGEMENT OF SCIENTIFIC PERSONNEL UNLESS IT CAN BE SHOWN THAT THE AGENCY'S ACTION WAS ARBITARY.

TO DODCO, INCORPORATED:

REFERENCE IS MADE TO YOUR TELEGRAM DATED JULY 22, 1970, AND OTHER CORRESPONDENCE AND MATERIAL SUBMITTED HERE CONCERNING YOUR PROTEST AGAINST THE AWARD OF A CONTRACT TO TEXTRON, INCORPORATED, A BELL AEROSYSTEMS COMPANY, (TEXTRON/BELL) UNDER REQUEST FOR PROPOSALS NO. A 16219 (AC-33) ISSUED APRIL 14, 1970, BY AMES RESEARCH CENTER, NATIONAL AERONAUTICS AND SPACE ADMINISTRATION, MOFFETT FIELD, CALIFORNIA.

THE SOLICITATION WAS FOR A NEGOTIATED PROCUREMENT OF A STUDY OF AN AUTOMATIC FLARE AND DECRAB GUIDANCE AND CONTROL SYSTEM. THE PROPOSED PROCUREMENT WAS SYNOPSIZED ON THE DAY OF ISSUANCE, APRIL 14, 1970, IN THE COMMERCE BUSINESS DAILY. PROPOSALS WERE REQUIRED TO BE SUBMITTED IN TIME TO ARRIVE AT THE ISSUING OFFICE NOT LATER THAN THE CLOSE OF BUSINESS ON MAY 15, 1970. AT DODCO'S REQUEST A COPY OF THE REQUEST FOR PROPOSAL WAS FORWARDED TO IT. A TOTAL OF 47 PROSPECTIVE PROPOSERS WERE FURNISHED COPIES OF THE REQUEST FOR PROPOSALS. TWELVE PROPOSALS WERE RECEIVED. OF THE TWELVE PROPOSALS RECEIVED TEN WERE RATED AS TECHNICALLY RESPONSIVE AND TWO WERE DETERMINED TO BE TECHNICALLY NON RESPONSIVE. DODCO'S PROPOSAL WAS ONE OF THE TWO PROPOSALS CONSIDERED NON-RESPONSIVE.

THE PROPOSALS, WITH THE EXCEPTION OF THE TWO PROPOSALS CONSIDERED NON RESPONSIVE, WERE EVALUATED BY EACH OF SIX ENGINEER EVALUATORS ON A NUMERICAL RATING BASIS. TEXTRON/BELL RECEIVED THE HIGHEST AVERAGE POINT SCORE AND WAS CONSIDERED BY THE EVALUATION TEAM AS HAVING SUBMITTED AN EXCELLENT TECHNICAL PROPOSAL. OTHER PROPOSALS WERE CLASSIFIED AS GOOD, AVERAGE AND BELOW AVERAGE. THE EVALUATION TEAM RECOMMENDED THAT NEGOTIATIONS BE UNDERTAKEN WITH TEXTRON/BELL. NEGOTIATIONS WERE CONDUCTED WITH TEXTRON/BELL AND A COST-PLUS-FIXED-FEE CONTRACT WAS AWARDED ON JUNE 26, 1970.

THE PURPOSE OF THE SOLICITATION IS DESCRIBED AS "TO PROCURE A STUDY OF POSSIBLE AUTOMATIC CONTROL SYSTEMS FOR HANDLING THE FINAL MANEUVERS INCIDENT TO LANDING AN AIRBORNE VEHICLE SUCH AS A SPACE SHUTTLE. THESE MANEUVERS, KNOWN AS 'FLARE' AND 'DECRAB', RESPECTIVELY, CONSIST OF BRINGING THE RAISED TAIL OF THE DESCENDING VEHICLE DOWN FOR PROPER CONTACT WITH THE RUNWAY, AND CORRECTING THE SIDEWAYS FACING ATTITUDE OF THE VEHICLE WHEN AIRBORNE (NEEDED TO COMPENSATE FOR SIDE WIND CURRENTS) FOR A STRAIGHT APPROACH TO THE LANDING STRIP WHEN GROUND CONTACT IS MADE. THESE FINAL MANEUVERS INCIDENT TO LANDING AIRBORNE VEHICLES ARE HANDLED MANUALLY BY THE AIRCRAFT PILOT UNDER STANDARD INSTRUMENT LANDING SYSTEMS NOW IN OPERATION."

THE REQUEST SPECIFICALLY RECITED THAT IT WAS NOT A SET-ASIDE FOR SMALL BUSINESS CONCERNS. PROSPECTIVE PROPOSERS WERE ADVISED THAT THE GOVERNMENT RESERVED THE RIGHT TO CONSIDER PROPOSALS OR MODIFICATIONS THEREOF RECEIVED AFTER THE STATED CLOSING DATE, MAY 15, 1970, BUT BEFORE AWARD WAS MADE, SHOULD SUCH ACTION BE IN THE INTEREST OF THE GOVERNMENT.

YOUR PROTEST AGAINST AWARD OF CONTRACT TO TEXTRON/BELL IS PREDICATED UPON THE FOLLOWING ALLEGATIONS:

1. DODCO IS THE LOW PRICE PROPOSER.

2. THE PROCUREMENT DISCRIMINATES AGAINST SMALL BUSINESS CONCERNS AND THAT SMALL BUSINESS ADMINISTRATION RULES HAVE NOT BEEN FOLLOWED SINCE A CERTIFICATE OF COMPETENCY (COC) WAS NOT OBTAINED ON DODCO.

3. THE EVALUATION OF DODCO'S PROPOSAL WAS FAULTY.

4. SPECIFICATIONS CONCERNING MONTE CARLO REQUIREMENTS WERE CHANGED AFTER YOUR PROPOSAL WAS SUBMITTED.

5. THE TECHNICAL EVALUATION COMMITTEE WAS OBLIGATED TO VISIT DODCO OFFICES TO VERIFY THE PROPOSAL STATEMENTS. THE BURDEN WAS ON THE GOVERNMENT TO INVESTIGATE THE PROPOSAL.

6. THE TEXTRON/BELL PROPOSAL IS WITHOUT MERIT AND "HAS THE PROPENSITY TO CAUSE A FATAL ACCIDENT."

THE COVER LETTER WITH THE SOLICITATION DIRECTED THAT THE PROPOSAL BE SUBMITTED IN TWO PARTS - (1) THE TECHNICAL PROPOSAL AND (2) THE BUSINESS MANAGEMENT PROPOSAL. EACH PART OF THE PROPOSAL WAS REQUIRED TO BE COMPLETE AND PREPARED IN ACCORDANCE WITH THE ATTACHED INSTRUCTIONS. PERTINENT PARTS OF THE "INSTRUCTIONS FOR PROPOSAL PREPARATION, RFP A- 16219(AC-33)" ARE AS FOLLOWS:

"1.0 GENERAL INFORMATION

" *** ALL OFFERORS UNDER THIS REQUEST FOR PROPOSAL SHALL BE REQUIRED TO SUBMIT TO NASA/ARC A PROPOSAL WITH MINIMUM CONTENT AS SPECIFIED HEREIN. PROPOSAL NOT CONFORMING TO THE MINIMUM SPECIFIED CONTENT MAY BE REJECTED.

"THE INFORMATION SUPPLIED IN THE PROPOSAL MAY BECOME A BINDING SPECIFICATION OF ANY CONTRACT RESULTING FROM THIS REQUEST FOR PROPOSAL.

"2.0 PROPOSAL

"THE PROPOSAL WILL BE THE MOST IMPORTANT CONSIDERATION IN THE AWARD OF THE CONTRACT. THEREFORE, IT SHOULD BE TECHNICALLY COMPLETE, CLEAR, COHERENT AND LEGIBLE. FURTHER, IT SHOULD BE ASSUMED THAT THE EVALUATING PERSONNEL WILL PERFORM THEIR EVALUATION PRIMARILY ON THE BASIS OF INFORMATION PRESENTED IN THE PROPOSAL. ***

"2.3 QUALITY VERSUS QUANTITY OF PAGE CONTENT

THE DISCUSSION OF SECONDARY CONSIDERATIONS AND BACK-UP MATERIAL SHOULD BE INCLUDED AS APPENDICES, EXHIBITS OR ANNEXES AND SHOULD BE WELL REFERENCED IN THE TEXT. IT IS THE RESPONSIBILITY OF THE OFFEROR TO PROVIDE THE INFORMATION FORMAT AND CONTENT TO ASSURE CONSIDERATION OF THE APPLICABLE INFORMATION IN THE EVALUATION.

"2.6.1 VOLUME I - TECHNICAL PROPOSAL

" *** WHILE IT IS REALIZED THAT ALL TECHNICAL FACTORS CANNOT BE DETAILED IN ADVANCE, YOUR PROPOSAL *** SHOULD PRESENT YOUR PROPOSAL DESIGN IN SUFFICIENT DETAIL TO PERMIT A COMPREHENSIVE ENGINEERING EVALUATION. *** "

IN THE STATEMENT OF WORK PORTION OF THE SCHEDULE THE CONTENTS OF THE STUDY SOUGHT BY THE SOLICITATION ARE STATED TO BE THREE IN NUMBER AND THE SUBMITTED PROPOSALS WERE EXPECTED TO DETAIL THE PROPOSER'S APPROACH TO AND PLANS OF STUDY FOR THE ACCOMPLISHMENT OF THE TASKS.

IN A MEMORANDUM DATED JULY 24, 1970, THE TECHNICAL EVALUATION COMMITTEE IN COMMENTING ON THE REASON FOR CONSIDERING YOUR PROPOSAL NON RESPONSIVE, STATED, IN PART, AS TO EACH TASK, AS FOLLOWS:

" *** TASK 1 STATED: DEFINE THE FLARE GUIDANCE AND CONTROL LAWS AND THE EQUIPMENT AND INSTRUMENTATION, BOTH AIRBORNE AND GROUND-BASED, NECESSARY TO ACCOMPLISH AUTOMATIC LANDING OF THE SPACE SHUTTLE VEHICLE. THE DODCO PROPOSAL STATES THAT THE COMPLETE AUTOLAND SYSTEM, EXCEPT FOR THE DECRAB PORTION, HAS ALREADY BEEN DEVELOPED. THE AUTOLAND SYSTEM CONCEPT IS GIVEN IN EXHIBIT A, A PATENT DISCLOSURE FOR A 'LOW COST, RELIABLE, AUTOMATIC LANDING SYSTEM WHICH IS APPLICABLE TO GENERAL AVIATION AIRCRAFT.' THE PROPOSAL CONTAINS NO DISCUSSION OF THE POSSIBLE IMPACT ON SYSTEM DESIGN OF THE TREMENDOUS DIFFERENCES BETWEEN GENERAL AVIATION AIRCRAFT AND THE SPACE SHUTTLE VEHICLE; NO CONSIDERATION IS GIVEN TO THE EFFECTS OF THE INCREASED MASS AND INERTIA, LONGER RESPONSE TIMES, INCREASED CROSS COUPLING, LOWER LIFT/DRAG RATIO, HIGHER VELOCITIES, STEEPER FLIGHT PATHS, AND UNPOWERED APPROACHES. ALSO, THE DODCO AUTOLAND SYSTEM USES EXISTING GROUND-BASED AND EXISTING AIRBORNE INSTRUMENTATION AND DOES NOT CONSIDER OTHER CANDIDATE GROUND-BASED AND AIRBORNE SYSTEMS. WHETHER OR NOT THE EXISTING SYSTEMS ARE ADEQUATE FOR THE SSV APPLICATION IS NOT CONSIDERED OR INDICATED. NEITHER EXHIBIT 1 NOR ANY OF THE READILY AVAILABLE REFERENCED REPORTS PROVIDE ENOUGH INFORMATION TO PERMIT A TECHNICAL EVALUATION OF THE POTENTIAL OF THE PROPOSED SYSTEM FOR THIS APPLICATION.

"TASK 2 REQUIRES A PRELIMINARY EVALUATION OF THE CANDIDATE CONCEPTS DEVELOPED UNDER TASK 1. SENSITIVITY ANALYSES WILL BE PERFORMED, AND REALISTIC ERROR MODELS OF THE EQUIPMENT AND INSTRUMENTATION WILL BE DEFINED BY THE CONTRACTOR. THIS TASK IS NOT SPECIFICALLY ADDRESSED BY THE DODCO PROPOSAL EXCEPT TO STATE THAT THE REQUIRED WIND SHEAR SPECIFIED IN THE RFP FOR THIS EVALUATION IS 'QUITE TRIVIAL.' NO DISCUSSION OF THE REQUIRED ERROR MODELS IS INCLUDED. THE LACK OF A PROPOSED STUDY FOR THIS TASK MAKES IT IMPOSSIBLE TO EVALUATE.

"TASK 3 REQUIRES A DETAILED EVALUATION OF THE BEST CONCEPT CHOSEN IN TASK 2. THE USE OF MONTE CARLO TECHNIQUES IS SPECIFIED FOR THE COMPUTATION OF LANDING STATISTICS FOR THE SYSTEM IN THE PRESENCE OF A RANDOM WIND GUST ENVIRONMENT. NO TECHNICAL DISCUSSION OF THIS TASK IS CONTAINED IN THE DODCO PROPOSAL. RATHER, MONTE CARLO METHODS ARE CHARACTERIZED AS BEING 'A BIT TOO APPROXIMATE TO BE ENTIRELY RELIED UPON IN ANY SYSTEMS ENGINEERING STUDY.' INSTEAD, STATEMENTS SUCH AS THE FOLLOWING ARE MADE: 'BECAUSE OVER DEPENDENCE ON USE OF STATISTICAL RELIABILITY AND FAILURE PREDICTION METHODS REMAINS A POSSIBLE CAUSE OF THE APOLLO 13 DEBACLE WE MUST RECOMMEND USE OF DODCO'S STRICTLY LOGICAL DESIGN METHODS AS A PRIME POLICY FOR ACHIEVING SAFETY.' THE LACK OF TECHNICAL VALUE IN SUCH STATEMENTS IS CLEAR.

"CONSEQUENTLY, THE REVIEWERS FELT THAT THE INSTRUCTIONS TO PROVIDE SUFFICIENT DETAIL TO PERMIT A COMPREHENSIVE ENGINEERING EVALUATION WERE NOT FOLLOWED. THE PROPOSAL WAS NEITHER COMPLETE NOR DEFINITIVE ENOUGH TO PERMIT A TECHNICAL EVALUATION *** ."

AT THE OUTSET IT MUST BE STATED THAT THE PRICE FACTOR IS NOT OF MAJOR CONSIDERATION HERE. THE PRICE FACTOR, AS TO DODCO, WAS NOT CONSIDERED BECAUSE THE DODCO PROPOSAL WAS DEEMED NOT SUFFICIENTLY ANSWERABLE TO THE SOLICITATION AS TO BE WITHIN A COMPETITIVE RANGE FROM A TECHNICAL ASPECT. IN ANY EVENT COST IS NOT THE SOLE CRITERION IN A NEGOTIATED PROCUREMENT; IN PROPER CASES, AS HERE, OTHER FACTORS OVERRIDE THE FACTOR OF PRICE. THIS CONNECTION, HOWEVER, WE CALL YOUR ATTENTION TO THAT PART OF THE ADMINISTRATIVE REPORT, A COPY OF WHICH WAS FURNISHED YOU, WHEREIN THE STATEMENT IS MADE THAT TWO OTHER PROPOSERS OF HIGHLY RATED RESPONSIVE PROPOSALS MIGHT WELL HAVE BEEN INCLUDED AS BEING WITHIN A COMPETITIVE RANGE. EACH OF THESE TWO PROPOSALS WAS AT SUBSTANTIALLY LESS COST THAN THAT OF TEXTRON/BELL, THE HIGHEST RATED PROPOSAL TECHNICALLY.

THE ALLEGATIONS CONCERNING DISCRIMINATION AGAINST SMALL BUSINESS CONCERNS AND THAT A CERTIFICATE OF COMPETENCY ON DODCO SHOULD HAVE BEEN OBTAINED FROM THE SMALL BUSINESS ADMINISTRATION ARE NOT VALID.

NASA PROCUREMENT REGULATION #1.702 STATES THAT "IT IS THE POLICY OF NASA TO PLACE A FAIR PROPORTION OF ITS TOTAL PURCHASES AND CONTRACTS FOR SUPPLIES AND SERVICES WITH SMALL BUSINESS CONCERNS, AND TO AFFORD SMALL BUSINESS CONCERNS AN EQUITABLE OPPORTUNITY TO COMPETE FOR CONTRACT AWARDS."

IN B-166255, MAY 2, 1969, WE STATED:

"THE DETERMINATION TO SET ASIDE A PART OF A PROCUREMENT EXCLUSIVELY FOR SMALL BUSINESS PARTICIPATION IS A DISCRETIONARY ACT ON THE PART OF THE CONTRACTING OFFICER NOT SUBJECT TO QUESTION BY OUR OFFICE UNLESS DETERMINED TO BE ARBITARY, CAPRICIOUS, OR MADE IN BAD FAITH. SEE B 159483, DECEMBER 1, 1966; B-164555, SEPTEMBER 10, 1968." CONCOMITANTLY, THE DETERMINATION NOT TO SET ASIDE EXCLUSIVELY FOR SMALL BUSINESS CONCERNS IS NOT SUBJECT TO QUESTION BY OUR OFFICE EXCEPT AS INDICATED. SEE 45 COMP. GEN. 228 (1965); B-168587, FEBRUARY 17, 1970.

NOR WAS THE CONTRACTING OFFICER REQUIRED TO REFER THE MATTER TO THE SMALL BUSINESS ADMINISTRATION FOR A CERTIFICATE OF COMPETENCY ON DODCO. SUCH CERTIFICATES ARE REQUIRED ONLY WHERE THE CONTRACTING OFFICER PROPOSES TO REJECT AN OTHERWISE SUCCESSFUL BIDDER OR PROPOSER ON THE BASIS THAT SUCH BIDDER OR PROPOSER LACKS THE CAPACITY OR CREDIT TO PERFORM THE CONTRACT IF AWARDED. THERE WAS NO QUESTION HERE AS TO THE CAPACITY OR CREDIT OF DODCO. THE REJECTION WAS ON THE BASIS OF THE DEFICIENT TECHNICAL PROPOSAL.

REGARDING THE EVALUATION OF YOUR PROPOSAL AND THE DETERMINATION THAT IT WAS UNACCEPTABLE AS BEING NOT WITHIN A COMPETITIVE RANGE TECHNICALLY, IT HAS BEEN THE CONSISTENT POSITION OF OUR OFFICE THAT QUESTIONS WHETHER TECHNICAL PROPOSALS ARE DEFICIENT IS ESSENTIALLY A MATTER REQUIRING THE JUDGMENT OF SCIENTIFIC OR ENGINEERING PERSONNEL TRAINED IN THE PARTICULAR FIELD CONCERNED. OUR OFFICE MUST ORDINARILY ACCEPT THE CONSIDERED JUDGMENT OF THE PROCURING AGENCY'S SPECIALISTS AND TECHNICIANS AS TO THE ADEQUACY OF A TECHNICAL PROPOSAL, UNLESS IT IS CLEARLY SHOWN THAT THE AGENCY ACTION WAS ERRONEOUS, ARBITRARY, OR NOT MADE IN GOOD FAITH. COMP. GEN. 35 (1960).

YOU CHARGE THAT CERTAIN SPECIFICATIONS (SCHEDULE, STATEMENT OF WORK) CONCERNING USE OF "MONTE CARLO" TECHNIQUES RELATING TO RANDOM GUSTS OF WIND AFFECTING SUCCESSFUL LANDINGS OF THE SPACE SHUTTLE WERE CHANGED AFTER YOU SUBMITTED YOUR PROPOSAL AND THAT YOUR TECHNIQUE IN COMPUTING RANDOM GUSTS IS SUPERIOR TO THE MONTE CARLO TECHNIQUE. IN THIS CONNECTION WE NOTE THAT YOU DOWNGRADED THE MONTE CARLO TECHNIQUES AND THAT YOUR PROPOSAL CHOSE TO IGNORE THE SPECIFIC REQUIREMENT OF THE SOLICITATION. ALTHOUGH WE HAVE NO TECHNICAL KNOWLEDGE AS TO THE SUPERIORITY OR INFERIORITY OF YOUR APPROACH, THE FACT REMAINS THAT THE SOLICITATION DESIGNATED "MONTE CARLO" AND ALL PROPOSERS WERE ON NOTICE OF THAT FACT. NO ALTERNATIVE METHODS WERE REQUESTED, DESIRED OR PERMITTED. WE ALSO NOTE THAT YOUR PROPOSAL WAS SUBMITTED SOME 18 DAYS BEFORE THE CLOSING DATE, IN AMPLE TIME TO REVISE YOUR PROPOSAL TO CONFORM TO THE MODIFICATION WHICH IS DATED APRIL 29, 1970, AND WAS SIGNED, DATED AND RETURNED BY YOU TO THE CONTRACTING OFFICER ON MAY 1, 1970. YOU NOTED ON YOUR ACKNOWLEDGMENT THAT YOUR TECHNICAL AND COST PROPOSALS WERE UNALTERED BY THE MODIFICATION. ALSO, YOU ARE ADVISED THAT THE TECHNICAL EVALUATION OF A PROPOSAL IS REQUIRED TO BE BASED UPON THE CRITERIA CONTAINED IN THE REQUEST FOR PROPOSAL, AND A PROPOSAL WHICH MODIFIES, OR FAILS TO CONFORM TO THE ESSENTIAL REQUIREMENTS OR SPECIFICATIONS OF THE REQUEST FOR PROPOSALS IS CONSIDERED AND CATEGORIZED AS UNACCEPTABLE. INSOFAR AS YOUR BELIEF THAT THE TECHNICAL EVALUATION COMMITTEE WAS OBLIGATED TO VISIT YOUR OFFICES TO VERIFY YOUR PROPOSAL STATEMENTS, WE CANNOT AGREE. THE BURDEN IS ON THE PROPOSER TO SUBMIT A FULL, COMPLETE AND SELF-SUFFICIENT PROPOSAL RESPONSIVE TO THE SOLICITATION. THE BURDEN IS NOT ON THE GOVERNMENT TO INVESTIGATE A PROPOSAL, BUT ONLY TO EVALUATE THE PROPOSAL SUBMITTED, IF RESPONSIVE.

YOUR CONTENTION THAT THE TEXTRON/BELL PROPOSAL "HAS THE PROPENSITY TO CAUSE A FATAL ACCIDENT," AS EVIDENCED BY A REFERENCE TO AN AIRPLANE CRASH, IS NOT SUPPORTED BY OFFICIAL INQUIRIES INTO THE CAUSE OF SUCH CRASH. MUST ACCEPT THE OFFICIAL DETERMINATIONS IN SUCH CASES. IN ANY EVENT, THAT MATTER IS NOT DETERMINATIVE OF THE LEGAL PROPRIETY OF THE PRESENT MATTER, WHICH IS THE BASIS OF OUR EXAMINATION OF THE PROCUREMENT. AS TO THE LEGAL PROPRIETY OF THIS SOLICITATION WE FIND NO VIOLATIONS OF RULES OR REGULATIONS EXCEPT AS INDICATED BY THE ADMINISTRATIVE OFFICE THAT THE CONTRACTING OFFICER SHOULD HAVE INCLUDED TWO OTHER RESPONSIVE PROPOSERS IN A COMPETITIVE RANGE IN HIS NEGOTIATION ENDEAVORS. NOR HAVE WE FOUND ANY EVIDENCE OF LACK OF GOOD FAITH OR ARBITRARINESS IN THE REJECTION OF YOUR PROPOSAL.

ACCORDINGLY, YOUR PROTEST IS DENIED.