THIS OPINION WAS INITIALLY ISSUED UNDER PROTECTIVE ORDER
          AND IS BEING RELEASED TO THE PUBLIC IN REDACTED FORM
                             March 8, 1993 
                                                               
 
                      DENIED:  February 11, 1993 
                                                               
 
 
                             GSBCA 12082-P 
 
 
             TECHNOLOGY, MANAGEMENT & ANALYSIS CORPORATION,
 
                                                Protester,
 
                                   v.
 
                    ENVIRONMENTAL PROTECTION AGENCY,
 
                                                Respondent,
 
                                  and
 
                  ORACLE COMPLEX SYSTEMS CORPORATION,
 
                                                Intervenor.
 
        William W.  Goodrich, Jr., and  Thomas W.A. Barham  of Arent
   Fox Kintner Plotkin & Kahn,  Vienna, VA; and Jacob B.  Pompan and
   Daniel A.  Perkowski of Pompan,  Ruffner & Bass,  Alexandria, VA,
   counsel for Protester.
 
        Avital   G.   Zemel,   Office  of   the   General   Counsel,
   Environmental  Protection Agency,  Washington,  DC; and  L. Carol
   Roberson,  Office of  General  Counsel, Environmental  Protection
   Agency, Research Triangle Park, NC, counsel for Respondent.
 
        Richard  O. Duvall,  Richard L.  Moorhouse,  and Michael  H.
   Ditton of Dunnells, Duvall & Porter, Washington, DC, counsel  for
   Intervenor.
 
   Before Board Judges NEILL, HYATT, and VERGILIO.
 
   NEILL, Board Judge.
 
        On October  8, 1992, this  protest was filed  by Technology,
   Management  & Analysis  Corporation (TMA).    The procurement  in
   question  involves a  contract  for  the  supply and  support  of
   relational  database  management  system  (RDBMS)  software   and
   related  services   under  request  for  proposals  (RFP)  number
   W002073-A3 issued  by  the U.S.  Environmental Protection  Agency
   (EPA).  
 
 
        Respondent awarded the protested  contract to Oracle Complex
   Systems Corporation (OCSC), which has  intervened, as a matter of
   right, in this protest.  Protester's initial  complaint set forth
   four bases of protest.  On  November 3, on motion from protester,
   two of  the four counts  were dismissed with prejudice.   Shortly
   thereafter, the  Board granted  protester's motion  to amend  its
   complaint to include  two additional counts.   The first  alleged
   negotiations with OCSC after submission of best and  final offers
   (BAFOs).  The  second count  alleged that the  offer of OCSC  was
   unbalanced.  
 
        Both respondent and intervenor moved for summary relief with
   regard to  the allegation of negotiations with  OCSC after BAFOs.
   Protester  opposed the motions  and brought its  own cross-motion
   for summary relief on the same count.  We denied the cross-motion
   and  granted  the two  motions for  summary relief.   Technology,
   Management & Analysis  Corp. v. Environmental Protection  Agency,
   GSBCA 12082-P, 1992 BPD   406 (Dec. 9, 1992).  
 
        EPA also  filed a  motion for  summary relief  regarding the
   second count  of the  amended complaint,  namely, the  allegation
   that  the offer  of  OCSC  was unbalanced.    OCSC supported  the
   motion.    This  motion was  denied.    Technology,  Management &
   Analysis Corp. v. Environmental Protection Agency, GSBCA 12082-P,
   1992 BPD   407 (Dec. 9, 1992).  
 
        Shortly  before the hearing,  protester sought leave  to add
   yet  another allegation  to its  protest.   In this  final count,
   protester alleged that OCSC  had made material misrepresentations
   of  fact  in   its  proposal  and  for  this   reason  should  be
   disqualified from the  procurement.  After hearing  argument from
   the parties, the Board granted the motion to amend.  
 
        Four counts remained in this protest, therefore, at the time
   this  protest came  to hearing.   In  the first  remaining count,
   Count I, protester alleges that OCSC's proposal was non-compliant
   in  that  OCSC  allegedly failed  to  offer  installation support
   services for two multiuser platforms.  
 
        The second remaining count is Count III.  In this count, TMA
   argues that the contracting officer  failed in two ways to follow
   provisions of  the RFP regarding  the evaluation of offers.   The
   first error is said to be  the failure of the contracting officer
   to  perform a price  realism analysis as  called for  in the RFP.
   Alternatively,  protester argues that if she did do the analysis,
   it was  unreasonable.    The second  error  on the  part  of  the
   contracting  officer is  said to  be  her failure  to consider  a
   technical subfactor,  namely, corporate health and  stability, in
   evaluating OCSC's technical proposal.  
 
        The third remaining count in  this protest is Count VI.   In
   this count,  protester alleges  that certain  contract line  item
   numbers (CLINs) were unbalanced.  
 
        In   the  fourth  and  final  remaining  count,  Count  VII,
   protester alleges that  OCSC made material  misrepresentations in
   its  revised BAFO  and  that  these  misrepresentations  led  the
   contracting officer to conclude incorrectly that the             
                                                                    
                     This conclusion is  said to have served  as the
   basis  for the  contracting  officer's further  conclusion  that,
   because these costs  were equal, there was  effective competition
   in the procurement.   Because of the  alleged misrepresentations,
   protester  argues that OCSC  should be disqualified  from further
   participation in the procurement.       
 
        Upon review of the record, we find that protester has failed
   to prove any of the four  remaining counts.  We, therefore,  deny
   the protest.  
 
 
                           Findings of Fact  
 
   The Solicitation   
 
        1.  The RFP involved  in this protest was issued  by the EPA
   on  June 10,  1991.  The  RFP envisioned  award of  an indefinite
   delivery/indefinite quantity, fixed price type contract, based on
   a systems  life covering  a base period  and seven  annual option
   periods.   Protest  File, Exhibit 5  at 125-26.   The RFP  was to
   procure  a  RDBMS that  would  satisfy  "the  data storage,  data
   manipulation, and scientific application generation needs of  the
   EPA's large  scientific community."   Id. at 129.   Approximately
   sixty percent of the acquisition  was for software licenses,  ten
   to  fifteen percent for  software maintenance generated  from the
   software  manufacturer, and  the  remaining approximately  thirty
   percent was for support services.  Transcript at 152.  
 
        2.  Section M of the RFP  set forth a "best value" selection
   scheme, with technical factors more important than cost.  Protest
   File, Exhibit 5 at 116, 261-62.  
 
        3.  Section  M   also  provided   for  a  scored   technical
   evaluation  of the  acceptability of  the  proposed products  and
   services  and   the  offeror's  capabilities  according   to  the
   following criteria:
 
        I.   Additional Technical Features                 254 points
       II.   Corporate Mgmt. Plan, Experience & Commitment 146 points
      III.   Vendor Support                                200 points
       IV.   Commitment to Technology Enhancement          100 points
 
   Protest File, Exhibit 5 at 263. 
 
        4.  Criterion II dealt  with the evaluation of  an offeror's
   corporate   management   plan,    experience,   and   commitment.
   Evaluation of the corporate management plans was to include: 
 
        techniques  for   meeting  management   objectives  and
        staffing requirements work flow control, administrative
        operations which include  documentation and procurement
        management  reliability, and  quality  assurance.   The
        offeror's management of and approach to meeting project
        requirements and  objectives, including  organizational
        structure and planning for interfaces with  Government,
        shall  be  evaluated.   The  offeror's  procedures  for
        problem  review,  escalation, and  resolution  shall be
        considered.     The  offeror's  plans   for  delivering
        products,  services,  and  support to  EPA's  multiple,
        geographically dispersed locations  shall be evaluated.
 
 
   Evaluation of corporate experience was to be: 
 
        based on experience  with the installation and  support
        of  the  RDBMS  software in  similar  environments, and
        experience in  providing quality  technical support  by
        accurately and quickly  diagnosing and solving software
        problems.   The provided corporate  references will  be
        evaluated as indicators of corporate experience.  
 
   Evaluation     of     corporate      capability[foot #] 1     and
   commitment was to be: 
 
        in  terms of  the  commitment  and  capability  of  the
        offeror to  maintain quality  personnel throughout  the
        life  of   the  contract,  the   offeror's  established
        internal quality assurance programs  and other programs
        which ensure the  quality support service; evidence  of
        corporate   health   and    stability;   and   customer
        references.  The  offeror's corporate commitment  shall
        also be  evaluated by  consideration of  proposed plans
        for ensuring  high quality services  in all  functional
        areas, responsiveness to fluctuating  EPA workloads and
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 1   The   term   "capability"  is   added  to   the
   description of this factor in the  body of the clause M.3.1.2 but
   does not appear in the  descriptions of the factors for criterion
   II set out at the start of that same clause.  
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
        changing EPA  requirements, and the  proposed corporate
        involvement and support in the contracts.  
 
   Protest File, Exhibit 5 at 263-64.   
 
        5.  Section L  of the  solicitation contained  instructions,
   conditions,  and notices to  offerors.  Included  in this section
   was  guidance  on  the  preparation  of  an  offeror's  technical
   proposal  and business  proposal (of  which  the offeror's  price
   proposal was to be a part).  Protest File, Exhibit 5 at 248-60.  
 
        6.  The  guidance in Section L dealing  with criterion II of
   the technical proposal  directed the offeror to describe  in this
   section of  its proposal  its corporate  management plan for  and
   approach to the  contract.  Offerors were  instructed to describe
   experience with  similar  contracts, to  provide three  corporate
   references  for similar  contracts, to  discuss their  management
   chain  of command, corporate  structure, and various  other items
   relating to "corporate management plans, corporate experience and
   corporate commitment."   No express  reference was  made in  this
   guidance,  however,  to  financial  information.   Protest  File,
   Exhibit 5 at 250-51.   
 
        7.  The guidance in  Section L dealing with  the preparation
   of the business proposal expressly states:
 
        The  information submitted  in  the offeror's  business
        proposal in response to the  Sections 1 through 7 below
        will  be  used  for   determining  whether  prospective
        contractors are responsible in accordance with FAR Part
        9 [Federal  Acquisition Regulation,  48 CFR  9 (1992)].
        This  information will  not be  used  in the  technical
        evaluation  of  proposals,  as  only  the   information
        submitted in the  offeror's technical proposal  will be
        evaluated  against  the technical  evaluation  criteria
        specified in Section M.  
 
   Protest File, Exhibit 5 at 255.  Section 6 of the above-mentioned
   "Sections 1 through 7" provides:
 
        SECTION 6 - Financial Capability
 
        The offeror shall provide a  copy of their most  recent
        annual financial  statements.   Also, a  copy of  their
        most recent quarterly (or other partial year) financial
        statement should be included.  Offerors should  provide
        all information  deemed relevant to their  proposal and
        in   demonstrating  their   ability   to  perform   the
        requirement from a  financial point of view  if awarded
        the subject 
 
        contract.  Similar information is requested on all non-
        Offeror items included with your offer.  
 
   Id. at 256.  
 
        8.  Clause  M.7 of  the solicitation, entitled  "Fixed Price
   Options," provided in pertinent part as follows: 
 
        (a) This solicitation  is being conducted on  the basis
        that the  known requirements extend beyond  the initial
        contract  period  to   be  awarded,  but  due   to  the
        unavailability    of    funds,    including   statutory
        limitations  on  obligation  of  funds,  the  option(s)
        cannot be exercised at the time of award of the initial
        contract.  There  is a reasonable certainty  that funds
        will  be available thereafter to permit exercise of the
        options.  Because realistic  competition for the option
        periods is  impracticable once the  initial contract is
        awarded, it is  in the best interest  of the Government
        to   evaluate  options   in  order  to   eliminate  the
        possibility of a "buy-in." 
 
             . . . . 
 
        (d) Selection of an offer shall be made on the basis of
        lowest   overall   cost,   price   and  other   factors
        considered,  to   the  Government  provided   that  the
        contract  price  reasonably  represents  the  value  of
        bonafide   fiscal   year  requirements,   rather   than
        representing, to  any extent,  a portion  of any  other
        fiscal  year  requirements.   This  determination  with
        respect  to  the  contract price  shall  be  made after
        consideration of such factors  as commercial or catalog
        prices for short  term leases, offeror system  start up
        expenses, multiyear  price protection,  assured system-
        life  availability of  equipment,  software and  vendor
        support.  If a determination is made that an offer does
        not  meet these criteria, that offer cannot be accepted
        for award.
 
   Protest File, Exhibit 5 at 268-70.  
     
 
   Evaluation of Technical Proposals
 
        9.  OCSC  in its  initial  technical proposal  addressed  in
   detail all three  of the  principal factors  under criterion  II,
   namely, (i)  Corporate  Management  Plans,  (ii)  Experience  and
   Commitment,  and  (iii)   Corporate  Capability  and  Commitment.
   Protest File, Exhibit 8 at 817-94.   With regard to the factor of
   Corporate Capability and Commitment (which includes  among others
   the subfactor of Corporate 
   Health  and  Stability)  OCSC  addresses  such  items  as  OCSC's
   commitment to maintain quality personnel, the  firm's established
   quality  assurance programs, the  backing of the  parent company,
   the parent's  successful involvement in  foreign markets,  OCSC's
   satisfied  customers,   and  the   company's  responsiveness   to
   fluctuating workloads and environments.  Id. at 881-82.  
 
 
        10.  The  chairman   of  the   technical  evaluation   panel
   testified  that the subfactor  of corporate health  and stability
   was evaluated  for each technical  proposal.  Transcript  at 167,
   215, 226.  Notations  regarding this subfactor, however,  may not
   exist  if  that subfactor  is  not  perceived  as a  strength  or
   weakness.  Id.  at 216.   He also  testified that the  evaluation
   regarding  the corporate health and stability subfactor, like the
   evaluation  regarding all other factors and subfactors, was based
   exclusively upon the technical proposal.  Id. at 183-84, 215.  He
   also stated  that the  technical  evaluation panel  did not  have
   information  relating to  OCSC's  financial situation  which  was
   provided with OCSC's business proposal.  Id. at 183-84.    
 
        11.  
   Analysis of Financial Information  Submitted with OCSC's Business
   Proposal
 
 
        12.  OCSC's initial business proposal, dated August 9, 1991,
   provided  only financial statements of its parent company, Oracle
   Corporation.   OCSC was, therefore,  requested to submit  its own
   financial statements.   The  contracting officer  wrote that  she
   advised OCSC that its failure to  provide the necessary financial
   statements  could  affect  the  determination  of  responsibility
   should  OCSC otherwise be determined eligible for award.  Protest
   File, Exhibit 89 at 4940.  In  its first BAFO submission of April
   21, 1992, OCSC supplied its financial statements.  Id.  
   [foot #] 2 
 
 
   Installation Support Services
 
 
        13.  Clause  C.8.5 of  the RFP  requires  the contractor  to
   provide  "on-site installation support  to assist users  with the
   installation  and  initial use  of  the  RDBMS."   Protest  File,
   Exhibit 5 at  169.  When  the RFP was  issued, this  installation
   support  was  to be  for the  VMS  and UNIX  systems, two  of the
   operating systems upon which  the RDBMS software was required  to
   be able to operate.   Id. at 134-35.  Amendments  6, 7, and 8  to
   the  RFP  revised clause  C.8.5  to  add  the IBM-MVS  and  Prime
   Computer  PRIMOS hardware platforms within the class of multiuser
   systems  requiring installation support.   Id., Exhibits  41, 43,
   66.   OCSC  signed each  of these  amendments without  noting any
   exceptions to its requirements.   Id., Exhibits 50 at 2778-79, 75
   at 4191.
 
        14.  In OCSC's  initial technical  proposal, OCSC  discussed
   the requirements of clause C.8.5.  The proposal stated:
 
        OCSC will provide on-site support at sites implementing
        the   ORACLE  RDBMS  and   its  tool  in   a  multiuser
        environment (VMS or UNIX).  
 
   Protest File, Exhibit  8 at 1036.  This  language -- specifically
   the   parenthetical  reference  to  "VMS  or  UNIX"  --  remained
   unchanged in  OCSC's first  BAFO which  was  submitted after  the
   issuance  of amendments 6  and 7 which  added the  IBM-MVS to the
   multiusers systems covered  by clause C.8.5.  Id.,  Exhibit 49 at
   2721.   The parenthetical reference  to "VMS  or UNIX,"  likewise
   remained  unchanged in  OCSC's second  BAFO  which was  submitted
   after  the issuance  of amendment  8 which  added  Prime computer
   platforms to  the installation  support called  for under  clause
   C.8.5.  Id., Exhibit 74 at 4158.
 
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 2   The   problems  presented   by  the   financial
   information  contained  in  OCSC's  business   proposal  and  the
   eventual  resolution of these problems by the contracting officer
   are  described  in  detail in  our  earlier  decision, referenced
   above, in which  we granted respondent's and  intervenor's motion
   for summary  judgment on  Count V of  this protest.   Technology,
                                                         ___________
   Management & Analysis Corp., 1992 BPD   406 (Dec. 9, 1992).  
   ___________________________
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
        15.  Although  OCSC's response  to the  installation support
   requirement  of clause C.8.5 did not specifically mention IBM-MVS
   or PRIMOS hardware  platforms, other statements within  its final
   proposal show that  OCSC was aware of and  apparently intended to
   comply with the requirement for  installation of the RDBMS on MVS
   and  PRIMOS platforms  as well  as VMS and  UNIX.   E.g., Protest
   File, Exhibit 74 at 4143-44, 4151-54, 4159-60.    
 
        16.  In its initial technical proposal, TMA stated:
 
        TMA will  perform the  installation and  assist in  the
        initial  use of the ORACLE RDBMS software on multi-user
        systems, specifically on  minicomputers or workstations
        running VMS or Unix.
 
   Protest File,  Exhibit 104  at  6279.   In its  first and  second
   BAFOs,  however, TMA  failed to provide  a change  page modifying
   this statement contained in its initial proposal.  The statement,
   therefore,  as  contained  in  TMA's  final  proposal,  makes  no
   reference to the  MVS or  PRIMOS platforms  added to  the RFP  by
   amendments 6, 7,  and 8.  Id., Exhibits 106 at changed pages, 108
   at 7305.  
 
 
   The Price Realism Analysis
 
        17.  In amendment  4,  the  contracting  officer  added  the
   following provision to the RFP.  
 
        Paragraph (a)(2) [of clause M.2] which states that "The
        Government will  evaluate price in accordance  with FAR
        Part 15.805-2" will also include price realism.
 
   Protest  File,  Exhibit  37  at 2389.    The  contracting officer
   testified at the hearing that the purpose of the inclusion of the
   term "price realism"  was to elicit a pricing  narrative from the
   offerors  to  explain  the  methodologies  and  assumptions  each
   offeror used in arriving at its pricing.  Transcript at 131.  
 
        18.  The contracting officer acknowledged during the hearing
   that there is no  definition of "price realism" in the  FAR.  She
   stated that she  utilized the term "to  complement price analysis
   and  to  have  an  understanding  of  the methodologies  and  how
   offerors  arrive at  their pricing."    Transcript at  659.   She
   believed  that  the  pricing  narratives  would  explain  certain
   patterns  or trends  observed in  the proposals  but not  readily
   understood.   For  example, the  contracting  officer expected  a
   disparity  in  pricing  between  on-site  and  off-site  training
   courses  because of overhead and facilities costs and was puzzled
   when the  price proposed by  one offeror was  the same for  both.
   See id. at 42-44, 669-71.  
 
        19.  The contracting officer alerted  the offerors, both  in
   oral  discussions  and  by letter,  that  each  offeror would  be
   required  to demonstrate  the  price realism  of its  proposal by
   providing  written pricing narratives.  Protest File, Exhibits 47
   at  2478-83,  48   at  2487-91.    The  contracting  officer  has
   testified: 
 
        [A]t no time did I ever envision doing a cost analysis.
        At no time did I ever want cost and pricing data. . . .
        Since I was performing a  price analysis, I just wanted
        to  keep it  to a  narrative  just so  I could  have an
        understanding  of essentially  their methodologies  and
        their assumptions.
 
   Transcript at 44-45. 
 
        20.  In her  testimony, the contracting officer  has readily
   admitted that there  is no document in the  protest file entitled
   "Price Realism Analysis."   However, she has stated  that she did
   perform  a price  realism analysis  and that  the results  of the
   analysis  are embodied  in  various  documents  included  in  the
   protest file.   Transcript at 45.  Specifically,  she referred to
   the Source Evaluation  Board (SEB) Report, Protest  File, Exhibit
   92, particularly at  pages 4964-66; to the  supplemental Business
   Evaluation  Proposal (BEP) Report,  id., Exhibit  89; and  to the
   pre-post  negotiation document, id.,  Exhibit 97.   Transcript at
   675-76. 
 
        21.  In her testimony,  the contracting officer  effectively
   distinguished  between her price  realism analysis and  her price
   analysis.  She stated: 
 
             For  this acquisition,  I used  the price  realism
        analysis  to complement my  price analysis in  terms of
        eliciting basically a  pricing narrative to  understand
        the methodologies and assumptions  used in arriving  at
        the pricing.  
 
             I feel  that I did  perform that.  I  reviewed all
        the pricing narratives submitted by the offerors. 
 
             . . . . 
 
             .  .  .  I  think  the  SEB  Report  and  pre/post
        negotiation memorandums,  and all  the other  documents
        show that I gave some serious thoughtful  consideration
        to the pricing  narrative and to the  pricing proposed,
        and I didn't just conduct a mere price analysis. 
 
             A  price analysis would have just merely been left
        comparing one  CLIN to  another CLIN,  and showing  the
        price  differential.   I did  go  beyond that.   It  is
        unfortunate, I guess, that I didn't term anything price
        realism  analysis,  but  I  was  thinking  that  I  was
 
        conducting what  I intended  to do when  I wrote  up my
        decisional documents. 
   Transcript at 131-2. 
 
        22.  A  review of  the  documentation  referred  to  by  the
   contracting officer clearly  shows that she did  give "thoughtful
   consideration" to  the narratives  and pricing  proposed by  each
   offeror and that  in several instances  her analysis went  beyond
   the standard price analysis techniques described in FAR 15.805-2.
   See Protest  File, Exhibits 89  at 4934-45, 92 at  4963-71, 97 at
   5381-403.   Her analysis,  as set out  in those  documents, amply
   confirms the answer given to counsel's question at hearing: 
 
        Q    What was your conclusion regarding whether or
             not   OCSC's   prices   were   realistic   or
             unrealistic?
 
        A    I felt that they could perform the  contract.
             I  felt  that  they were  realistic  in  that
             regard.  
 
   Transcript at 132.  
 
        23.  An  expert in  cost and  pricing in  Federal Government
   procurement was  called by  intervenor to  testify regarding  the
   contracting  officer's price realism analysis.  He confirmed that
   there is no  description of price realism in the FAR.  He stated,
   however, that after a review of the procurement documentation, he
   was satisfied that a price realism  analysis had been done.   His
   conclusion was based  on the fact that a price  analysis had been
   done and there  were two competitive offers involving  "[off the]
   shelf kinds of items."  Transcript at 491, 497-500.  
 
        24.  Protester   called  its  own  expert  in  the  area  of
   Government cost  or price  analysis  and cost  or price  realism.
   This expert also confirmed that there is no regulatory definition
   of price realism.  Transcript at 439.  He explained that  a price
   realism analysis is not directed to whether the price is too high
   but  rather to whether the price is unrealistically low -- so low
   that  the  company will  not  be  able to  perform  or, once  the
   contract is awarded, the Government will eventually pay more than
   it thought it  bargained for.  Id. at 438.  This expert testified
   that after a  review of the procurement  documentation identified
   by the Government  as containing the  price realism analysis,  he
   was of the opinion that no  such analysis had been done.  Id.  at
   405.  
 
        25.  Protester also  called an expert  in the costs  a prime
   contractor   encounters  assembling   the  resources   and  items
   necessary 
   to deliver contract products and services.  Transcript at 454.  
   OCSC's Subcontract Costs  
 
 
        26.  
 
        27.  
 
        28.  
 
        29.  
 
        30.  
 
        31.   In its August 31, 1993, BAFO, OCSC provided a detailed
   pricing narrative, including:
 
        the rationale for the change in pricing, explanation of
        the methodologies used in the price proposal, including
        the  unit prices, unit prices over time, and historical
        pricing of the proposed items.
 
   Protest  File, Exhibit  75  at  4388.   In  this narrative,  OCSC
   frequently repeated that  "OCSC's pricing to EPA  merely reflects
   the  declining cost  Oracle  has quoted"  and  utilized the  word
   "quote" interchangeably with  "cost quote" with regard  to Oracle
   Corporation's pricing.  OCSC explained that  it had increased its
   prices  for software  maintenance,  off-site training,  technical
   support, and hotline support due to a reassessment of costs.  Id.
   at 4388-97, 4412-14.  
 
        32.  In  its August 31  BAFO, OCSC  also provided  copies of
   agreements it had entered with its other two subcontractors,     
               OCSC provided no pricing information regarding  those
   subcontracts.    OCSC,  as a  wholly-owned  subsidiary  of Oracle
   Corporation, did not  provide a subcontract  with its parent  but
   rather a letter of commitment from Oracle Corporation showing the
   company's intention to work closely  with OCSC on any contract to
   be awarded.   The letter  does not contain any  actual prices for
   the items to be provided by Oracle Corporation to OCSC under  any
   contract which  might be awarded.   Protest File, Exhibits  75 at
   4417-33, 87 at 4930.  
 
        33.  In  its August  31 BAFO,  TMA  supplied a  copy of  its
   subcontract  agreement   with  Oracle  Corporation.     With  the
   agreement,  TMA also  provided  the unit  prices or  quotes which
   Oracle  Corporation offered  TMA for  the  software licenses  and
   software  maintenance to be  provided for the  RDBMS procurement.
   Protest File, Exhibit 109 at 7735-91.    
 
        34.  The contracting  officer  has testified  that,  in  the
   course of reviewing the final  BAFOs, she noticed that the prices
   offered  by OCSC  were identical  to  those shown  in the  Oracle
   Corporation  quotes   furnished  by  TMA  with   its  subcontract
   agreement with Oracle.  Transcript at 687-88.   In the SEB Report
   she wrote: 
 
        An  extensive sampling  revealed  that OCSC's  proposed
        unit prices for  the RDBMS tool CLIN's and  for most of
        the  RDBMS kernel  CLIN's were  identical  to the  unit
        prices  offered by  Oracle Corporation  to  TMA.   Upon
        reviewing the  maintenance unit  pricing, it  was noted
        that   OCSC's  proposed   unit   prices  for   software
        maintenance in its  April 21, 1992 BAFO  were identical
        to the unit prices offered to TMA by Oracle Corporation
        in the subcontract agreement.  
   Protest File, Exhibit 92 at 4962-63.  
 
 
        35.  It is the testimony of the  contracting officer that it
   was  not because of any language  in OCSC's BAFO that she arrived
   at the conclusion that                                           
                                                                    
   Rather, this conclusion was prompted  by her comparison of Oracle
   quotes, provided by TMA, to prices contained in OCSC's BAFO.  See
   Transcript at 685-88.  
 
 
   OCSC's Static Pricing
 
        36.  OCSC's  August 31 BAFO  also indicated that  the prices
   for  certain  software  license CLIN's  remained  static  after a
   certain  point  in the  evaluation  model  because there  are  no
   evaluated quantities at that point.   Protest File, Exhibit 75 at
   4390; Transcript at  350.  The  contracting officer noticed  this
   pattern  but did  not consider  OCSC's proposal to  be materially
   unbalanced.  Protest File, Exhibit 97 at 5396.  
 
 
   Competition
 
        37.  The   RDBMS   software  to   be  procured   under  this
   acquisition  is  a  commercial,   off-the-shelf  product.     Its
   specifications  do not  restrict the  selection  of the  software
   product to  a specific brand name.  The chairman of the technical
   evaluation panel testified that at  the time the solicitation was
   issued,  there were  at  least  four firms  that  could meet  the
   specifications.  Transcript at 634.  In her  preliminary Business
   Evaluation  Proposal  (BEP)   Report,  the  contracting  officer,
   relying  on this fact, reaffirmed  that full and open competition
   was achieved.  Protest File, Exhibit 22 at 2078.  
        38.  In her competitive range  determination of December 20,
   1991,  the  contracting  officer  concluded  that  adequate price
   competition  was present in this procurement and that, therefore,
   certified  cost  and pricing  data  would  not be  required  from
   offerors.  She noted: 
 
 
        The primary component of this procurement is a standard
        commercial software  product available  to the  general
        public  in  substantial   quantities.    Two   or  more
        responsible  and responsive  offerors that  can satisfy
        the Government requirement have submitted proposals and
        it  is  presumed  that  these  offerors  are  competing
        independently  for  a  contract to  be  awarded  to the
        offeror whose proposal offers the greatest value to the
        Government,  based  on  technical  quality  and  price.
        Accordingly, the Contracting Officer has concluded that
        price competition is  present and that the  criteria of
        FAR 15.804-3  required for an exemption from submission
        of  certified cost  and  pricing  data  exist  on  this
        procurement.  
 
   Protest File, Exhibit 26 at 2291-92; See Transcript at 672-74.  
 
        39.  OCSC  witnesses testified that OCSC did not view itself
   as immune from  competition.  The reasons given  for the presence
   of competitive pressure  were: (1) the existence  of requirements
   other than  the software licenses  and maintenance on  which OCSC
   enjoyed a price advantage; (2) the understanding  that there were
   other  suppliers   that  could   meet  the   requirements  either
   individually  or through  multiple software  vendors  at a  lower
   price; and  (3) the heavy  emphasis on technical quality  in this
   procurement.   Transcript at  288, 391-93,  549, 552-55;  Protest
   File, Exhibit 218 at 2330.
 
        40.  Both OCSC's and  TMA's proposed prices were found to be
   fair  and reasonable,  especially  in  comparison  with  the  GSA
   schedule prices or commercial price lists.  Protest File, Exhibit
   92 at  4971.   The contracting officer  testified at  the hearing
   that  she   considers  OCSC's  prices  and  TMA's  prices  to  be
   reasonable  and realistic.    Transcript at  676-77.   The  final
   evaluated price of OCSC  was $27,876,217 and the  final evaluated
   price  of TMA was $33,349,397.  Protest File, Exhibit 92 at 4963.
   Because the  technical proposals  of both  companies were  deemed
   equal, award was made to OCSC  as the offeror proposing the lower
   and more advantageous systems life evaluated price.  Id. at 4970-
   71.  
 
                              Discussion 
 
   Count I - A Non-Compliant Proposal
 
        In  this count, protester  alleges that respondent  erred by
   accepting for award a technically non-compliant proposal.  In the
   opening statement  at  hearing, as  well  as in  the  posthearing
   brief, counsel for protester have limited this allegation to  one
   instance  only of  technical non-compliance.    That instance  is
   described as follows: 
 
        We  believe that  the  record shows  that OCSC  did not
        propose  to perform  the required  installation support
        services for the IBM mainframe,  MVS-based platform, or
        for the Prime computer platform.  
 
   Transcript at 19-20.  
 
        Protester bases its argument for this count on the fact that
   OCSC in its initial proposal expressly addressed the requirements
   of clause  C.8.5 in  terms of a  multiuser environment  which was
   qualified and allegedly  limited by a parenthetical  reference to
   "VMS or UNIX."  
 
        It  is  indeed  true  that  the  portion of  OCSC's  initial
   technical proposal which  contained this parenthetical  reference
   never  was amended  to include  reference to  the MVS  and PRIMOS
   platforms added by amendments 6, 7, and 8.  Finding 14.  However,
   it is also true that TMA,  in discussing the same requirement  in
   its  own initial technical proposal, also made specific reference
   to VMS  and UNIX  but never provided  change pages  in subsequent
   revisions of  its own  proposal which  would have broadened  that
   discussion to include  a specific reference to the  MVS and Prime
   platforms as well.  Finding 16.   
 
        Notwithstanding  a similar  oversight in  its  own proposal,
   protester contends  that its proposal  differs from that  of OCSC
   with regard to  the requirement  for installation  support.   TMA
   points  out that  it  expressly  agreed to  comply  with all  RFP
   amendments and further offered "a fully compliant . . . solution"
   for  all platforms, expressly including  IBM-MVS and PRIMOS.  See
   Protester's Brief at 96.   This is indeed correct.  Nevertheless,
   while OCSC may not have been as explicit as TMA, OCSC's proposal,
   when read as  a whole, gives no indication  that OCSC intended to
   meet  the  installation   requirement  for  only  VMS   and  UNIX
   platforms.   The amendments adding  the MVS and  PRIMOS platforms
   were all signed without any reservation  and returned with OCSC's
   revised proposals.   Finding 13.  In addition,  other segments of
   OCSC's revised proposals  indicate that the company was  aware of
   and  apparently  planned  to  comply  with  the  requirement  for
   installation of the  RDBMS on MVS and PRIMOS platforms as well as
   VMS and UNIX.  Finding 15.    
 
        Given these considerations, we  remain unconvinced that  the
   unchanged  parenthetical  in  the  OCSC  proposal constituted  an
   exception  to a technical requirement of  the RFP.  Consequently,
   we deny protester's first count.
 
 
   Count III - Incorrect Evaluation
 
        In the opening statement for TMA's case, counsel stated:
 
        [Count III] is still in the protest in two respects.
 
             Number  one, we do not believe that the Government
        either did a  price realism evaluation as  was required
        by  Amendment IV, and alternatively, to the extent that
        the Board might find one  was attempted, we will put in
        expert testimony and other  testimony which will prove,
        we  believe, that  it was  not  anything that  remotely
        resembles a reasonable price realism evaluation. 
 
             We'll also adduce  evidence which  shows that  the
        sub-factor, Corporate  Health and Stability,  under the
        technical  evaluation criterion  number two,  Corporate
        Commitment and Capability  was not evaluated at  all by
        the Technical  Evaluation Panel.   We  will attempt  to
        prove  that  had  it   been  evaluated,  the  technical
        evaluation would have been much different.  
 
   Transcript at 20-21. 
 
        We  turn first  to the  allegation that  there was  no price
   realism analysis or, alternatively, that if there was one, it was
   not a reasonable one.  
 
        The contracting officer's  explanation of what she  intended
   by  the term  price  realism  appears clear  enough  and, in  the
   absence of  a regulatory definition  of the term,  obviously does
   not conflict with regulatory guidance.   See Findings 23-24.  The
   contracting officer has explained that she added the  term "price
   realism  analysis" to the  RFP "to complement  her price analysis
   and  to  have an  understanding  of  the  methodologies  and  how
   offerors arrive at their pricing."  Findings  17-18, 21.  To this
   end, she sought pricing narratives from all offerors for purposes
   of  understanding  their pricing  methodologies  and assumptions.
   Finding 19.  The narratives were provided and carefully analyzed.
   Findings 20-21.  She ultimately concluded that the prices offered
   were realistic and 
   that  the offerors  could perform  at the  offered price  levels.
   Findings 20-22.  
 
 
        An expert  called by protester,  although acknowledging that
   there is no  regulatory definition of "price  realism," contended
   that a price realism analysis addresses only the issue of whether
   an offered price is  too low.  Finding  24.  We do not  find this
   definition to  be in  fundamental conflict  with the  contracting
   officer's approach.  The expert would limit  the scope of a price
   realism analysis to the lower part of the pricing  spectrum.  The
   contracting officer would not.  This does not mean, however, that
   she would  necessarily exclude low  prices from  a price  realism
   analysis.   As a  complement to her  pricing analysis, presumably
   she  intended to use the  pricing narratives provided by offerors
   to assess  the realism of  any price when,  in the course  of the
   pricing analysis, a price appeared to be unusually high or low.  
 
        Protester's expert contends that, if the contracting officer
   truly believed                                                   
                               then she  should have  questioned the
   realism of  OCSC's low  prices on these  items.   The contracting
   officer's  failure to do  so is, in  the opinion of  this expert,
   proof  that there  was, in fact,  no price realism  analysis.  We
   agree  with  the   expert  that  one  would   have  expected  the
   contracting officer to address the realism of OCSC's prices given
   her  mistaken  assumption  regarding   subcontract  prices.    We
   disagree, however, that her failure to do so demonstrates that no
   price  realism  analysis   was  done.    We   find  the  expert's
   observation goes rather  to the quality than to  the existence of
   the contracting officer's price realism analysis.   
 
        Contemporaneous  documentation  in the  record  consistently
   confirms the contracting  officer's avowed purpose in  adding the
   price realism analysis  to the RFP and her  subsequent efforts to
   carry  out such  an analysis.   Intervenor's  expert in  cost and
   pricing  in   Federal   Government   procurement   reviewed   the
   contracting officer's action and declared himself  satisfied that
   a price realism analysis had been made.  Finding 23.  Given these
   facts and,  in particular,  the contracting  officer's own  clear
   explanation  and record  of what  she  intended by  and what  she
   actually did in her price  realism analysis, we have no hesitancy
   in concluding that a price realism analysis was, in fact, made.  
 
        In the alternative, protester  challenges the reasonableness
   of the contracting officer's analysis, if indeed it is determined
   that one was done.  Protester writes:
 
              The  issue of price realism should be viewed from
        the Contracting Officer's perspective -- based upon her
        belief (her "conclusion") that the subcontract costs to
        both offerors  were the  same.   This was  an erroneous
        conclusion, but nevertheless  reflects the actual state
        of mind  of the  Contracting  Officer at  the time  she
        decided to award the Contract to OCSC.  
   Protester's Posthearing Brief at 91.  
 
 
        Protester  would  have  us  conclude  that  the  contracting
   officer's price realism analysis was unreasonable given her false
   assumption regarding OCSC's subcontract costs.  At this  point in
   the procurement, we do  not view this as  still being a  critical
   issue.  Given our task to undertake a de novo review and the fact
   that the record for this  case has now been fully developed,  the
   more  critical  question  is  whether  the contracting  officer's
   conclusion  regarding price realism was reasonable given the real
   facts regarding the subcontract costs of OCSC.  We find it was.  
                     
 
 
                     Consequently, one can  conclude that the prices
   offered by  OCSC were  even more  realistic than the  contracting
   officer believed them  to be when, notwithstanding  her incorrect
   assumption regarding  subcontract costs, she  concluded they were
   adequate for purposes of price realism.  In  other words, had her
   information  regarding  OCSC's  subcontracting  costs  been  more
   accurate, there  is no  doubt that  her conclusion  regarding the
   realism of OCSC's prices would have been essentially the same.  
 
        There  is,   therefore,  no  real  benefit   in  protester's
   continuing  to critique  the  reasonableness of  the  contracting
   officer's price realism analysis if correction of the error which
   allegedly flawed the  analysis and rendered it  unreasonable only
   leads to the  same conclusion  as before.   We have  in the  past
   stated that we  will not investigate the allegation  that a price
   realism  analysis is inadequate  when the allegation,  if proven,
   would have no material effect on the outcome of the protest.  See
   Andersen  Consulting,  GSBCA  10833-P,  91-1  BCA    23,474,   at
   117,755, 1990 BPD    396, at 16, aff'd,  959 F.2d 929  (Fed. Cir.
   1992).  Such is the situation in this case.  At most, protester's
   allegations, if proven,  would demonstrate  that the  contracting
   officer was right  about price realism but for  the wrong reason.
   Such  an  error,  if  made,  does  not  prejudice  protester  and
   certainly does not  constitute a reasonable ground  for directing
   respondent to cancel award.    
 
        We,  therefore,  conclude  that there  was  a  price realism
   analysis  done,  as   called  for  in  the  RFP,   and  that  any
   deficiencies regarding  the reasonableness  of that analysis  did
   not in any way prejudice the  interests of the Government or  the
   protester.  
 
        We  turn  now  to  the  allegation  that  the  subfactor  of
   corporate health  and  stability under  the technical  evaluation
   criterion II was not evaluated at all by the Technical Evaluation
   Panel (TEP).[foot #] 3  
        Protester argues: 
 
             The  evidence  is undisputed  that  the  TEP never
        evaluated OCSC's financial status  during the Technical
        evaluation.  
   Protester's Posthearing Brief at 89.  
 
 
        What  protester appears  to be saying  is that  the negative
   information regarding the  financial condition of OCSC  which was
   provided in OCSC's business proposal (see Findings 7, 12), should
   have been made available to  the technical evaluation panel.  Had
   this occurred, it is protester's belief that the  technical score
   of OCSC 
 
        [R]escoring OCSC  in  corporate  health  and  stability
        could  very well have  made for a  different evaluation
        decision.  However, a  technical/cost tradeoff analysis
        was never done  because EPA supposed that  the offerors
        were 
 
 
 
   Protester's Posthearing Brief at 90.  
 
        The principal difficulty with protester's argument  is that,
   under  the terms of  the solicitation, information  regarding the
   financial condition of an offeror, such as that submitted by OCSC
   in its business proposal, was not to be used in the evaluation of
   technical proposals.  Finding 7.  Use  of it in the evaluation of
   technical  proposals  would  have been  in  direct  conflict with
   provisions of  section L.   Nothing in  the record  suggests that
   this information was passed on to the technical evaluation  panel
   for  use in  evaluating OCSC's  proposal.   The  chairman of  the
   technical evaluation panel assures us that the panel did not have
   the information.  Finding 10.   More importantly, protester's own
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 3   We  note  for the  record  that  in protester's
   opening statement,  criterion  II was  incorrectly identified  as
   "Corporate  Commitment  and  Capability."   Its  proper  title is
   "Corporate Management Plans,  Corporate Experience and  Corporate
   Commitment."  See Findings 3-4. 
                 ___
 
                   ----------- FOOTNOTE ENDS -----------
 
 
   allegation  is based  on the  fact that  the information  was not
   passed on -- but should have been.  
 
 
        Protester would have  us believe that because  the technical
   evaluation  panel  lacked  the information  contained  in  OCSC's
   business   proposal  regarding   its   financial  condition,   no
   consideration was  given to  the company's  corporate health  and
   stability.  We  simply cannot reach this conclusion  based on the
   record before  us.   OCSC did include  in its  technical proposal
   information  which presumably  does  bear  on  the  subfactor  of
   corporate health and stability.  See Finding 9.  The chairman  of
   the  technical  evaluation  committee  has  testified  that  this
   subfactor  was considered but has also explained that the absence
   of any express reference to the subfactor of corporate health and
   stability merely  suggests that  the panel did  not see  either a
   strength or weakness in OCSC's  technical proposal so far as this
   subfactor was concerned.  Finding 10.   We find this  explanation
   highly credible  in view of  the numerous factors  and subfactors
   listed under criterion II.  See Finding 4.  
 
        The  high number of factors and  subfactors for criterion II
   also  suggests to  us that  even  if, in  fact, the  subfactor of
   corporate health  and stability was ignored (and we are in no way
   convinced that it was), the oversight would have had a negligible
   effect on the overall technical score of OCSC.  
 
        In  short, we  remain  unconvinced  that  the  subfactor  of
   corporate   health  and  stability  was  not  considered  in  the
   evaluation of the  OCSC technical  proposal.   The allegation  of
   protester   that  it  was  ignored  is,  therefore,  rejected  as
   unproven.    
 
 
   Count VI - An Unbalanced Offer
 
        Protester's  contention that the offer of OCSC is unbalanced
   has  undergone substantial modification during the course of this
   protest.  In  its opposition to  a motion for  summary relief  on
   this count, protester  assured the Board that it  was prepared to
   show that the  OCSC offer was unbalanced in two respects.  First,
   TMA alleged that there was an imbalance between or among CLINs or
   products.  Second,  TMA claimed it would show  an imbalance among
   base year price and option year prices for individual CLINs where
   OCSC  offered  zero  mark-up  for  unevaluated   option  periods.
   Protester's  Reply to Respondent's  Motion for Summary  Relief on
   Count VI at 3-4.    
 
        In protester's opening statement at hearing, counsel advised
   the parties  and the Board that there  no longer was a contention
   of material imbalance in the  sense that some contract line items
   are below costs  for some software products and  others are above
   cost  for other  software items.    Transcript at  21.   Instead,
   counsel explained during the course  of the hearing that the only
   remaining  contention in  reference to  Count  VI is  unbalancing
   within a CLIN  and noncompliance with the  requirements of clause
   M.7 within a CLIN.  Id. at 432.  
 
 
        In its  posthearing brief, protester  further clarified  its
   contention  by explaining  that this  refined allegation  applies
   only to forty-one software CLINs  on which OCSC offered static or
   unchanging prices for the base and option years.  See Finding 36.
   According  to protester,  the  prices  offered  for  those  items
   constitute mathematically unbalanced prices which the contracting
   officer  should have  recognized as  precluded  by provisions  of
   clause M.7(a) and  (d), See Finding  8.  Protester's  Posthearing
   Brief at 92-95.    
 
        Protester bases its argument primarily on language appearing
   in an  opinion  of the  United States  Court of  Appeals for  the
   Federal Circuit which  considered language similar to  that found
   in clause M.7.  In its decision, the Court noted: 
 
        [N]o  bid  meeting  the  definition  of  mathematically
        imbalanced  [i.e., a bid  including items that  fail to
        carry their share  of the cost of the  work plus profit
        or  a  bid  based   upon  a  nominal/enhances   pricing
        structure]  can be accepted  if it includes  bid prices
        representing  anything other than  the value of  a bona
        fide  fiscal year's requirements, either in the form of
        explicit  "separate   charges"  or   implicit  charges.
        Implicit charges occur  if the price of an  item is not
        proportional to its value, but instead includes part of
        another fiscal year's requirements.  
 
   SMS Data  Products Group, Inc.  v. United States, 900  F.2d 1553,
   1556 (Fed. Cir. 1990).  
 
        Protester  is convinced that  for purposes of  its remaining
   allegation in Count  VI, the  Board should look  at the facts  as
   they  existed  in the  mind  of  the  contracting officer.    See
   Protester's  Posthearing  Brief  at 93.    Counsel  for protester
   points out that because the contracting officer believed         
                                                                    
      she should have realized that the base period and early option
   prices for  the static  items were  obviously below OCSC's  fully
   loaded  cost.    At  the  same time,  given  this  same  mistaken
   assumption, the  contracting officer  also should have  concluded
   that the prices on these items for the latter option periods were
   above the  apparent raw  subcontract costs in  view of  the known
   decline  in  subcontract  prices  in the  latter  years.    This,
   according  to protester, would have constituted the classic "buy-
   in"  situation which  section (a)  of clause  M.7 is  designed to
   exclude.   Hence, argues  protester, the contracting  officer, in
   accepting  the static prices  offered for the  forty-one software
   items, violated clause M.7(a).  Id. at 93-95.   
        A similar  argument  is made  by  protester with  regard  to
   section (d) of  clause M.7, which  prohibits pricing embodying  a
   shift of one fiscal year's price or value to  later fiscal years.
   Given the nature  of the static software prices  and the mistaken
   assumption of the contracting officer                            
 
                                protester     argues    that     the
   contracting  officer should  have  concluded that  OCSC's  static
   prices were likewise not in compliance with M.7(d).  Id.
 
        We reject  protester's arguments  for the  simple fact  that
   they are based on contrary-to-fact conditions.  The allegation in
   Count VI is  that there was, in  fact, unbalanced pricing.   That
   allegation  has been  narrowed down  to include  only the  static
   prices offered for  forty-one software items.   These prices  are
   said to be the type  of mathematically unbalanced prices found to
   be unacceptable by the Federal Circuit in its SMS decision.    
 
        The  record simply  does not  confirm the  existence of  any
   mathematical imbalance  as  the term  is  understood in  the  SMS
   decision.    The  ultimate  question  here  is  not  whether  the
   contracting officer,  given her mistaken  assumption, should have
   concluded  that  such an  imbalance  was  present.   Rather,  the
   question now is  whether, on de novo  review, we find that  there
   was or was not any imbalance.   The simple answer is that,  given
   the facts  as now known in this case,  the static prices were not
   mathematically unbalanced.                                       
                                                                    
              Finding  26.  This  fact readily renders  credible the
   contention  of OCSC's proposal preparation manager that each CLIN
   was priced to make a profit for every year.  Finding 27.   
 
        Protester's  argument  as  to what  the  contracting officer
   should  have  concluded  based on  her  mistaken  assumption does
   nothing to convince us that  the static pricing for the forty-one
   software items was,  in fact, unbalanced.   The record  indicates
   otherwise.   Accordingly, we find  no violation of  clause M.7(a)
   and (d).  
 
 
   Count VII - Misrepresentations
 
        In the  seventh count of  its protest, TMA claims  that OCSC
   should  be  disqualified  from  participating  in  the  protested
   procurement because of material misrepresentations made in OCSC's
   August  31 BAFO.   Specifically,  TMA  alleges that  OCSC in  the
   pricing   narrative   requested   by  the   contracting   officer
   deliberately led the contracting officer to believe              
                       
 
                                                                    
 
        The argument advanced  by protester in Count VII  goes on to
   state that  these  alleged representations  led  the  contracting
   officer to conclude                                              
                                                                    
                                                                    
          See  Second Amended  Complaint  at 3-4.    This, in  turn,
   alleges  protester, served  as  the  basis  for  the  contracting
   officer's  misinformed  conclusion   that  effective  competition
   existed.  Id. at 7. 
 
        In    deciding    whether    OCSC     made    the    alleged
   misrepresentations, we look, first of  all, at the purpose of the
   pricing  narrative in which  the misrepresentations were  said to
   have been made.   The purpose of the narrative --  as pointed out
   by the contracting officer to  offerors and at hearing -- was  to
   provide   an   explanation   regarding  the   methodologies   and
   assumptions  each  offeror  used  in  arriving  at  its  pricing.
   Findings 17-21.   The contracting officer's request for a pricing
   narrative was  not a request for  cost or pricing data.   Finding
   19.  One could, in fact, be  completely responsive to the request
   for a narrative  without providing subcontract costs  or pricing.
   We are  not faced  here, therefore, with  a situation  similar to
   those  in   the   cases  cited   by   protester[foot #] 4   where
   an offeror  attempted to circumvent an  informational requirement
   by answering  with an untruth, a half truth,  or an omission.  In
   this case,  OCSC  was not  asked to  or expected  to provide  its
   subcontract  costs or prices  for software licenses  and software
   maintenance.     
 
        The  references  made  by  OCSC  in  its  pricing  narrative
   regarding "quotes,"  "quotations," "cost quotes,"  and "declining
   costs" of Oracle products are made for purposes of explaining the
   rationale for the change in pricing and the methodologies used in
   the price proposal.  See Finding 31.  It is difficult  to imagine
   how these  issues could  have been  adequately addressed  without
   making reference  to the Oracle Corporation quotes.  Those quotes
   do  serve as  a critical  point  of reference  in OCSC's  pricing
   methodologies.   Indeed,  the quotes  even  serve as  a point  of
   reference         
 
                                      We,  therefore,  do  not  view
   these  statements  by OCSC  as  half  truths intended  to  convey
   misleading information regarding  OCSC's actual subcontract costs
   or prices.   Rather, we  see this terminology as  appropriate and
   perhaps  even essential  to  the  presentation  of  a  meaningful
   pricing narrative.
 
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 4   Namely Sterling  Federal  Systems, Inc.,  GSBCA
                            ________________________________
   10381-P,  90-2 BCA      22,802  ,   1990  BPD     70,   aff'd  on
                                                           _________
   reconsideration, 90-3 BCA   22,962, 1990 BPD   123;  Informatics,
   _______________                                      ____________
   Inc., 57 Comp. Gen. 217 (1978), 78-1 CPD   53.
   ____
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
                       Nevertheless, we do not consider that  either
   company  was required  under  the terms  of  this procurement  to
   reveal  such  information.    Accordingly,  we do  not  view  the
   omission of  any reference to  such materials, either by  OCSC or
   TMA,  in  the pricing  narratives  as  tantamount  to a  material
   misrepresentation.    
 
        As noted, protester further argues under Count  VII that the
   alleged misrepresentations of OCSC led the contracting officer to
   conclude 
 
                                                             We find
   the  argument without  foundation.    Protester  has  offered  no
   evidence  that OCSC provided  respondent with its  Oracle quotes.
   See Finding 32.  
 
 
           In  addition,  the  submission   of  alternate  proposals
   demonstrated  that Oracle Corporation's pricing terms could vary.
   Id.  
 
        In short, we remain convinced that the contracting officer's
   ultimate conclusion                                              
                                 was  simply   the  result   of  her
   comparison of  the Oracle  quotes supplied by  TMA to  the prices
   offered by OCSC.   See Findings 34-35.  We can  find no basis for
   the   assertion   that    this   somewhat   speculative[foot #] 5
   conclusion  stemmed from  statements made  or not made  in OCSC's
   pricing  narrative and from the contracting officer's reliance on
   the same.  
 
 
                                                                    
                   ----------- FOOTNOTE BEGINS ---------
 
        [foot #] 5  Upon review of the entire record  for this case,
   we are not convinced that much, if any, credence should be  given
   to this conclusion of the contracting officer.  It was apparently
   made very late  in the  evaluation process and  seized upon as  a
   convenient confirmation of competition.  The observation was not,
   however,  thought through  since  it  clearly  conflicts  with  a
   working assumption the  contracting officer  had throughout  this
   procurement  regarding  a  competitive  advantage  OCSC  probably
   enjoyed as a wholly owned subsidiary of Oracle Corporation.  This
   assumption is even mentioned in the SEB report -- 
                                                                See
                                                                ___
   Finding 29.     
 
                   ----------- FOOTNOTE ENDS -----------
 
 
 
        Having concluded that the material misrepresentation alleged
   by protester did  not occur and that the  contracting officer did
   not, in fact, rely on  any statements in OCSC's pricing narrative
   to arrive at  her erroneous conclusion regarding  the subcontract
   costs  to TMA and OCSC, we see no  need to proceed further in our
   discussion of Count VII.    
 
 
   A Competitive Procurement
 
        Notwithstanding our  conclusion that  Count VII  necessarily
   fails for want of a  valid premise, a word regarding  the alleged
   consequences  of the  contracting  officer's mistaken  assumption
   regarding subcontract costs  seems appropriate.  Protester  would
   have  us  believe  that   the  contracting  officer's   erroneous
   assumption  regarding subcontract  costs  virtually vitiated  any
   assumption  on her  part that the  procurement was  a competitive
   one.  We consider the argument to be greatly overstated.  
 
        It is indeed  true that the contracting  officer incorrectly
   concluded 
                      and that she considered this to be evidence of
   effective competition.   Finding 34.  Fortunately,  however, this
   was not the sole  basis for her considering the procurement to be
   a competitive one.   The receipt of competitive  offers to supply
   commercial   software  available   to  the   general  public   in
   substantial quantities convinced her early on in this procurement
   that she did have  full and open competition as  well as adequate
   price competition.  Findings 37-38.  
 
        Admittedly  OCSC  as  a wholly-owned  subsidiary  of  Oracle
   Corporation  had a  competitive  advantage over  vendors offering
   Oracle products  on this  procurement.   It is  well established,
   however, that the  existence of a price advantage  by one offeror
   over others  by virtue of  special status or relationship  with a
   common supplier  is not  an unfair  advantage.   See  Rodenberg's
   Floor Coatings,  Inc., B-211908,  83-2 CPD    5 (June  20, 1983);
   Braswell  Shipyards, Inc.,  B-191451, 78-1  CPD    233 (Mar.  24,
   1978).   Similarly,  we  have  held that  the  Government is  not
   obligated to equalize  the competitive position of  all potential
   offerors  and  the fact  that  a  firm  may enjoy  a  competitive
   advantage by virtue of its  own particular circumstances is not a
   valid basis  for protest.   GTE Telecom Inc., GSBCA  10986-P, et.
   al., 91-2  BCA   23,691, 1991 BPD   18.   Furthermore, intervenor
   has  elicited persuasive testimony  from employees of  OCSC which
   indicates that their company was, in fact, sensitive to a certain
   competitive pressure on this procurement.  See Finding 39.  
 
        We do not, therefore, share  protester's apparent conviction
   that, once the contracting  officer's conclusion regarding  equal
   subcontract costs was shown to  be fallacious, the procurement is
   thus exposed as bereft of any competitive character.  
 
                                Decision
 
        This protest  is DENIED.   The Board's order of  October 13,
   1992, suspending respondent's delegation of procurement authority
   expires in accordance with its terms. 
 
 
                                           ____________________
                                           EDWIN B. NEILL
                                           Board Judge 
 
 
 
   We concur:
 
 
   _______________________
   CATHERINE B. HYATT
   Board Judge 
 
 
   _______________________
   JOSEPH A. VERGILIO
   Board Judge