Tribal Health, LLC

DOCUMENT FOR PUBLIC RELEASE

The decision issued on the date below was subject to a GAO Protective Order. The entire decision has been approved for public release.

Decision

Matter of: Tribal Health, LLC

File: B-422738.2; B-422738.3

Date: December 12, 2025

Edward DeLisle, Esq., Joseph Berger, Esq., Andrés Vera, Esq., and Amaiya Johnson, Esq., Thompson Hine LLP, for the protester.
Hunter M. Drake, Esq., Maynard Nexsen, for Prime Physicians, PLLC, the intervenor.
Anthony E. Marrone, Esq., and Eno-Obong Essien, Esq., Department of Health and Human Services, for the agency.
Michelle Litteken, Esq., and April Y. Shields, Esq., Office of the General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1. GAO lacks jurisdiction to consider a protest alleging that a task order was improperly issued under an indefinite-delivery, indefinite-quantity (IDIQ) contract by a civilian agency where the value of the task order is less than $10 million.

2. Protest arguing that the agency improperly increased the scope of the underlying IDIQ contract by allegedly deviating from the terms of the IDIQ contract in the issuance of a task order is dismissed because the protester's arguments do not demonstrate that the task order is outside the scope of the underlying IDIQ contract.

DECISION

Tribal Health, LLC, of Scottsdale, Arizona, protests the issuance of a task order on a sole-source basis to Prime Physicians, PLLC, doing business as Siouxland Hospitalists, PLLC, of Sioux City, Iowa, under solicitation No. 75F70624R00001, issued by the Department of Health and Human Services (HHS), Indian Health Service (IHS), for emergency department management and staffing services at the Rosebud (IHS) Hospital in Rosebud, South Dakota. The protester contends that the task order is beyond the scope of the underlying indefinite-delivery, indefinite-quantity (IDIQ) contract, and the agency was required to conduct a competitive procurement.

We dismiss the protest.

BACKGROUND

Tribal Health and Prime Physicians each hold the agency's Great Plains Area IHS emergency department and management services IDIQ contract. Agency Req. for Dismissal, exh. 2, Tribal Health IDIQ Contract Part I; Agency Supp. Document Filing, Prime Physicians IDIQ Contract.[1] On June 28, 2024, pursuant to Federal Acquisition Regulation (FAR) subpart 16.5, the agency issued Tribal Health a task order to provide emergency department management and staffing services at the Rosebud IHS Hospital in Rosebud, South Dakota. Agency Req. for Dismissal, exh. 6, Tribal Health Task Order at 1.[2] The task order had a 1-year period of performance (ending on June 30, 2025) and four 1-year option periods. Id. at 2; Protest at 6. On June 30, 2025, pursuant to FAR clause 52.217‑8, the agency extended the task order's performance end date from June 30 to September 30.[3] Agency Req. for Dismissal, exh. 7, Tribal Heath Task Order Modification at 1.

On July 31, 2025, HHS issued the task order that is the subject of this protest to Prime Physicians. Agency Req. for Dismissal, exh. 1, Task Order. The agency did not solicit a proposal from Tribal Health prior to issuing the task order on a sole-source basis to Prime Physicians. Protest at 6. The task order requires Prime Physicians to provide emergency department management and staffing services, also at Rosebud IHS Hospital, for 9 months, beginning on October 1, and it does not include any options. Agency Req. for Dismissal, exh. 1, Task Order. The value of the fixed-price task order is $9,988,422. Id. The agency prepared an independent government cost estimate (IGCE) in connection with issuing the task order to Prime Physicians. Agency Req. for Dismissal at 3; Agency Req. for Dismissal, exh. 8, IGCE. The IGCE identifies eight labor categories, it provides hours for each labor category (ranging from 360 to 29,484 hours), and it utilizes the rates from Prime Physicians's IDIQ contract. Agency Req. for Dismissal at 3; Agency Req. for Dismissal, exh. 8, IGCE. The total estimated value of the task order in the IGCE aligns with the issued value of the task order. Agency Req. for Dismissal, exh. 1, Task Order at 2; Agency Req. for Dismissal, exh. 8, IGCE.

On August 8, Tribal Health filed this protest.[4]

DISCUSSION

Tribal Health protests the issuance of the task order to Prime Physicians, arguing that the task order exceeds the scope of the IDIQ contract because the IDIQ contract does not provide for sole-source task orders, task orders with a period of performance of less than 12 months, or concurrent performance by two contractors at one location. Protest at 1.[5]

In response to the protest, prior to the agency report due date, the agency and the intervenor each filed a request for dismissal, arguing our Office lacks jurisdiction to hear the protest because the value of the task order is less than $10 million, and the task order does not increase the scope, period, or maximum value of the IDIQ contract.[6] See generally Agency Req. for Dismissal; Intervenor Req. for Dismissal.

At the outset, we note that under the Federal Acquisition and Streamlining Act of 1994, as modified by the National Defense Authorization Act for Fiscal Year 2017, our Office is authorized to hear protests of task orders that are issued under multiple-award contracts established within civilian agencies (or protests of the solicitations for those task orders) where one of two conditions are met: first, if the protester alleges that the order increases the scope, period, or maximum value of the IDIQ contract under which the order was issued, or second, if the protester challenges an order valued in excess of $10,000,000. 41 U.S.C. § 4106(f); FAR 16.505(a)(10)(i); The MayaTech Corp., B‑419313, Nov. 9, 2020, 2020 CPD ¶ 366 at 3-4; Adams and Assocs., Inc., B-417249, Feb. 26, 2019, 2019 CPD ¶ 96 at 3. For the reasons discussed below, we agree with HHS and the intervenor that the protest does not meet either condition, and our Office lacks jurisdiction to hear Tribal Health's protest.[7]

Value of the Task Order

HHS and Prime Physicians request dismissal of the protest, asserting that the value of the task order is below $10 million and, consequently, our Office does not have jurisdiction to consider the protest. Agency Req. for Dismissal at 4-5; Intervenor Req. for Dismissal at 2-4. The protester responds that we should not accept the face value of the task order. Protest at 3 (citing ELS, Inc., B-421989, B-421989.2, Dec. 21, 2023, 2024 CPD ¶ 11). Notwithstanding the fact that the task order does not include options, the protester contends that the awardee must have listed prices for an option year that “is likely greater than $10 million” and asserts that “this figure must also be considered by GAO for jurisdictional purposes.” Protest at 3. Alternatively, the protester asserts that the agency “selected” numbers using “an unusual price evaluation” that would suggest looking beyond the face value of the task order. Resp. to Reqs. for Dismissal & Supp. Protest at 3.

As noted above, our Office is authorized to hear protests of task orders that are issued under multiple-award contracts established within civilian agencies where the task order is valued in excess of $10 million. FAR 16.505(a)(10)(i)(B)(1). Where an order has been issued by the government, we view the jurisdictional limit to turn on the value of the disputed order, which is reflected in the terms of the order itself since the order defines the scope and terms of the contractual commitment between the selected contractor and the government. Goldbelt Glacier Health Servs., LLC, B-410378, B‑410378.2, Sept. 25, 2014, 2014 CPD ¶ 281 at 3; see also Erickson Helicopters, Inc., B-415176.3, B-415176.5, Dec. 11, 2017, 2017 CPD ¶ 378 at 10.

Here, the task order was issued for a total amount of $9,988,422 and we reject the protester's arguments for why we should not accept the face value of the task order. See Protest at 3; Resp. to Reqs. for Dismissal & Supp. Protest at 9-10. First, while the protester argues that we should consider the price of an option year in determining the value of the task order--the protester is factually wrong--the task order does not include any options. Agency Req. for Dismissal, exh. 1, Task Order.

Second, we see no reason to look beyond the face value of the task order because the agency allegedly used an unusual price evaluation technique when it issued the task order. As noted above, the agency prepared an IGCE in connection with issuing the task order to Prime Physicians. Agency Req. for Dismissal at 4. The protester contends that the agency's IGCE is unreasonable because it reflects a 9-month period of performance, and the hours in the IGCE differ from the estimates provided in the solicitation for the IDIQ contract and the IDIQ contract itself. Resp. to Reqs. for Dismissal & Supp. Protest at 2; Protester Supp. Brief at 4-5. Tribal Health acknowledges that the hours in the IGCE were not included in Prime Physicians's task order, but the protester alleges that “the numbers were selected to give Prime [Physicians] the maximum awarded value that might be under the protest threshold--an unusual price evaluation that was not based on the IDIQ contract.” Resp. to Reqs. for Dismissal & Supp. Protest at 3.

The protester's qualms with the IGCE reflect nothing more than the protester's view that the agency should have issued a task order for a higher amount. Even if true, it does nothing to change the fact that the task order, as issued, has a fixed price for an amount less than $10 million.[8] As the protester notes, our Office has looked beyond the issued value of a task order to determine our jurisdiction in some cases, such as where a procurement involved either unconventional methods for compensating the contractor or an unusual price evaluation technique. ELS, supra at 4. However, there is no indication that such unusual circumstances are present here where the task order establishes that the awardee will be compensated on a fixed-price basis. Agency Req. for Dismissal, exh. 1, Task Order at 2. As such, we decline to find that the awardee will be compensated using an unconventional method.

In sum, notwithstanding the protester's arguments to the contrary, for the purposes of determining our jurisdiction, the face value of the fixed-price task order is controlling. Erickson Helicopters, supra; Goldbelt Glacier Health Servs., supra. There is no reasonable dispute that the challenged task order, as issued by HHS, has a maximum value of less than $10 million. Accordingly, our Office does not have jurisdiction to consider the protest, absent a finding that the task order exceeds the scope of the underlying IDIQ contract, which we turn to next.

Task Order Scope Challenge

Task orders that are outside the scope of the underlying multiple-award contract are subject to the statutory requirement for full and open competition set forth in the Competition in Contracting Act (CICA), absent a valid determination that the work is appropriate for procurement on a sole-source basis or with limited competition. 41 U.S.C. § 3301; 10 U.S.C. § 2305(a)(1)(A)(i); MayaTech, supra at 4. As noted above, our Office has jurisdiction to hear a protest of a task order where the protester asserts that the task order increases the scope, period, or maximum value of the contract under which the order is issued. 41 U.S.C. § 4106(f); MayaTech, supra. When a protester alleges that the issuance of a task or delivery order under a multiple-award contract is beyond the scope of the contract, we analyze the protest in essentially the same manner as those in which the protester argues that a contract modification is outside the scope of the underlying contract. MayaTech, supra. In determining whether a task or delivery order is outside the scope of the underlying contract, and thus falls within CICA's competition requirement, our Office examines whether the order is materially different from the original contract, as reasonably interpreted.

Evidence of a material difference is found by reviewing the circumstances attending the original procurement; any changes in the type of work, performance period, and costs between the contract as awarded and the order as issued; and whether the original solicitation effectively advised offerors of the potential for the type of orders issued. Erickson Helicopters, supra at 7; Symetrics Indus., Inc., B‑289606, Apr. 8, 2002, 2002 CPD ¶ 65 at 5. In other words, the inquiry is whether the order is one which potential offerors reasonably would have anticipated. Furthermore, in resolving protests related to the issuance of task orders, we have consistently found scope to refer to the work authorized in the underlying contract. MayaTech, supra at 4; Colette, Inc.--Recon., B‑407561.2, Jan. 3, 2013, 2013 CPD ¶ 19 at 2; California Indus. Facilities Res., Inc., d/b/a CAMSS Shelters, B-403421 et al., Nov. 5, 2010, 2010 CPD ¶ 269 at 4; DynCorp Int'l LLC, B-402349, Mar. 15, 2010, 2010 CPD ¶ 59 at 6.

Tribal Health contends that the task order exceeds the scope of the IDIQ contract because the contract precludes the issuance of sole-source task orders, it does not provide for task orders with a period of performance of less than one year, it does not permit two contractors to perform at one location, and the IGCE for the task order differs from the IDIQ contract. Protest at 9-13; Resp. to Reqs. for Dismissal & Supp. Protest at 2-11. We have considered the protester's allegations, and we conclude the challenges do not pertain to the scope of work to be performed under the task order.

There is no reasonable debate here that the services to be provided under the task order are within the scope of the IDIQ contract. Tribal Health must concede the point in order to obtain the relief it seeks. Specifically, the protester asks that “the requirement be competed among the IDIQ contract holders.” Protest at 14. It necessarily follows that for the requirement to be competed among the contract holders, the requirement must be within the scope of the underlying IDIQ contract. Moreover, as noted above, Tribal Health performed these same requirements under a prior task order. Agency Req. for Dismissal, exh. 6, Tribal Health Task Order at 1. Rather, the protester's scope challenges concern the manner in which the agency issued the task order and matters of contract administration. Because these arguments do not actually implicate the scope of the work to be provided under the task order--they do not assert that the agency has increased the scope, period, or maximum value of the IDIQ contract--they do not provide a basis for our jurisdiction.[9] We address two representative examples below.

The protester asserts that the sole-source task order exceeds the scope of the IDIQ contract because the IDIQ contract states that if the agency awards multiple IDIQ contracts, “a Task Order Request for Proposal (TORP) will be issued to each IDIQ contract holder under the specified Schedule to ensure fair opportunity in accordance with FAR 16.505(b)(1)(i).” Protest at 9 (quoting Agency Req. for Dismissal, exh. 3, Tribal Health IDIQ Contract Part II at 5).

While couched as a scope challenge, the protester's objection is really an assertion that the agency has erroneously deprived the protester of its right to compete for the task order pursuant to the IDIQ contract's ordering procedures. The protester's contention that the agency has failed to provide a fair opportunity to compete, however, is not an assertion that the agency has increased the scope, period, or maximum value of the IDIQ contract. Marine Hydraulics Int'l, LLC, B‑420562, May 25, 2022, 2022 CPD ¶ 122 at 6 (dismissing, as legally insufficient, allegation that the agency exceeded the scope of the underlying unrestricted contract by issuing an order as a small business set-aside).

Our Office considered and rejected a similar argument in MayaTech, supra, where the protester argued that a task order exceeded the scope of the underlying IDIQ contract because the agency issued the task order award without regard to the base contract's ordering clause. MayaTech, supra at 3. We dismissed the protest, stating:

MayaTech's attempt to expand the definition of “scope” is not persuasive. In this regard, MayaTech provides no support in the statutory text, legislative history, or our prior decisions for its expansive reading of scope. MayaTech's expansive definition of “scope” would render the task order protest bar meaningless because any departure from the task order solicitation or underlying contract would result in a task order that exceeds the scope of the contract, and all protests related to task orders would fit within the “increases the scope” exception set forth in 41 U.S.C. § 4106(f).

Id. at 5. The same reasoning applies here. Assuming, for the sake of argument, that the IDIQ contract precludes the issuance of a sole-source task order, the agency's deviation from the ordering terms of the IDIQ contract in the issuance of a task order would not provide a basis to find that the task order exceeds the scope of the underlying contract.[10] Accordingly, we reject the protester's argument.

We next address Tribal Health's allegation that the IGCE is the “best evidence” that the task order exceeds the scope of the IDIQ contract because the IGCE “deviated in material and irrational ways from the [solicitation] and IDIQ [contract].” Resp. to Reqs. for Dismissal & Supp. Protest at 2. Tribal Health complains that when the hours in the IGCE are compared to hours in the solicitation for the IDIQ contract and the IDIQ contract itself, HHS increased the estimated hours for the labor categories with the highest rates and reduced the hours for the categories with the lowest rates. Id. The protester asserts that these “circumstances are very similar, if not identical” to those in Centurum, Inc.--Costs, B‑415070.2, Mar. 8, 2018, 2018 CPD ¶ 106. Protester Supp. Brief at 4. The protester asserts: “GAO must accept the estimated hours in the IGCE as determinative of the scope of work, and therefore it must conclude the [task order] is outside the scope of the IDIQ (and that it has jurisdiction to do so).” Id. We disagree.

In Centurum, the protester alleged that a task order for electricians and electronic technicians exceeded the scope of the IDIQ contract under which it was issued because the IDIQ contract was limited to executive, administrative, and professional services. Centurum, supra at 2-3. After the agency produced its report, and after the GAO attorney assigned to the protest requested additional briefing, the agency realized that its IGCE contained errors regarding the nature of the services to be provided, and the errors resulted in an erroneous scope determination. Id. at 3. We found a reasonable inquiry would have led the agency to discover the “widespread errors” in the IGCE and the faulty scope determination. Id. at 5-6.

The circumstances here are distinguishable from those presented in Centurum, supra. Here, the protester has not alleged that any of the labor categories in the IGCE are inappropriate for the task order, and it has not asserted that any of the labor categories are absent from the IDIQ contract. The type of work sought under the task order here is unchanged--emergency department management and staffing services. Indeed, before the agency issued the task order to Prime Physicians, the protester was providing the same services at the same hospital. Agency Req. for Dismissal, exh. 6, Tribal Health Task Order; Protest at 6. Instead, Tribal Health complains about the number of hours allocated to various labor categories. For example, the protester states that when the hours in the IGCE are compared to the hour estimates provided in the solicitation for the IDIQ contract and the IDIQ contract itself, HHS “more than doubled the number of hours for Internal Medicine Physician” and “more than tripled the number of hours for Family Practice Physicians.” Resp. to Reqs. for Dismissal and Supp. Protest at 2.

The protester mischaracterizes the solicitation issued for the IDIQ contract and the IDIQ contract itself by asserting that the labor hours provided in each document serve as a benchmark of reasonableness against which to measure the IGCE. The labor hours provided in those documents are preceded by the following statement: “Current staffing plans/staffing composition are listed below for informational purposes only. Performance requirements will be specified in issued Task Orders.” Protest, exh. A, IDIQ Solicitation at 26; Agency Req. for Dismissal, exh. 2, Tribal Health IDIQ Contract Part I at 26. Stated differently, the IDIQ contract does not establish any set number of hours for any of the labor categories. Therefore, there is no basis for the protester's argument that the IGCE hours are outside the scope of the IDIQ contract.

In sum, because the task order is valued at less than $10 million, and because Tribal Health's allegations do not pertain to the scope of the task order, our Office lacks jurisdiction to hear Tribal Health's protest. 41 U.S.C. § 4106(f); see also MayaTech, supra at 5.

The protest is dismissed.

Edda Emmanuelli Perez
General Counsel

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