BNUMBER:  B-265865.3; B-265865.4
DATE:  January 23, 1996
TITLE:  Southwest Marine, Inc.; American Systems Engineering
Corporation

**********************************************************************

REDACTED DECISION
A protected decision was issued on the date below and was subject to a 
GAO Protective Order.  This version has been redacted or approved by 
the parties involved for public release.

Matter of:Southwest Marine, Inc.; American Systems Engineering     
          Corporation

File:     B-265865.3; B-265865.4

Date:     January 23, 1996

Peter B. Jones, Esq., and Toni L. Degasperin, Esq., Jones & Donovan, 
for Southwest Marine, Inc.; and James J. McCullough, Esq., Joel R. 
Feidelman, Esq., Anne B. Perry, Esq., D. Anthony Trambley, Esq., 
Lawrence E. Ruggiero, Esq., Fried, Frank, Harris, Shriver & Jacobson, 
and Grant L. Clark, Esq., Science Applications International 
Corporation, for American Systems Engineering Corporation, the 
protesters.
William W. Goodrich, Jr. Esq., Richard  J. Webber, Esq., Tenley A. 
Carp, Esq., and Alison J. Micheli, Esq., Arent Fox, and Charles P. 
Mead, Jr., Esq., VSE Corporation, for BAV, the interested party.
Michael J. Cunningham, Jr., Esq., and David H. Turner, Esq., 
Department of the Navy, for the agency.
Guy R. Pietrovito, Esq., and James A. Spangenberg, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1.  The destruction of individual evaluators' workpapers and scoring 
sheets by the procuring agency in a negotiated procurement, although 
improper, did not make the record inadequate for review by the General 
Accounting Office (GAO) where the remainder of the record, including 
the parties' arguments, explanations, and hearing testimony, 
sufficiently explained the agency's evaluation and source selection 
decision to allow the parties to present their arguments concerning 
the reasonableness of the agency's actions and for GAO to review the 
procurement. 

2  In a negotiated, best value procurement in which technical merit 
was stated to be significantly more important than cost/price, award 
was properly made to the higher-rated, higher-cost offeror where the 
agency reasonably evaluated the awardee's proposal as being 
significantly technically superior to that of the other offerors 
consistent with the stated evaluation criteria and the source 
selection official reasonably determined that technical merit of the 
awardee's proposal outweighed the cost advantages offered by the 
protesters' lower-rated, lower-cost proposals.

3.  Award may properly be made on the basis of initial proposals 
without conducting discussions where the solicitation incorporated 
Federal Acquisition Regulation  sec.  52.215-16, Alternate III, which 
informed offerors that the agency intended to make award on the basis 
of initial proposals, and the contracting officer reasonably 
determined that discussions were not necessary to select the offer 
that represented the best value to the government, given the technical 
superiority of the awardee's proposal and the contracting officer's 
reasonable determination that no other offeror could improve its 
proposal to the level of the awardee's.

DECISION

Southwest Marine, Inc. (SWM) and American Systems Engineering 
Corporation (AMSEC) protest the award of a contract to BAV, a 
newly-formed joint venture of VSE Corporation and Booz, Allen & 
Hamilton, Inc., under request for proposals (RFP) No. 
N00140-95-R-F021, issued by the Department of the Navy, for 
engineering, technical, and logistics support services for various 
classes of decommissioned Navy ships to be sold or otherwise 
transferred to foreign governments.  SWM and AMSEC protest the Navy's 
technical evaluation, cost/technical tradeoff analysis, and failure to 
conduct discussions.

We deny the protests.

The United States is selling, leasing, or otherwise transferring 
decommissioned Navy ships to foreign governments under the Foreign 
Military Sales (FMS) program; these ships are from various classes of 
ships, such as FF-1052 and FFG-7 frigates and DDG-2 cruisers, that 
will no longer be within the Navy's active inventory.  The purpose of 
this procurement is to provide a single contract under which foreign 
recipients of the Navy's decommissioned ships can order a broad range 
of reactivation, overhaul, maintenance, training, and life-cycle 
support services for the ships and their systems.

A cost-plus-award-fee, indefinite delivery, indefinite quantity 
contract for 1 base year with 9 option years is contemplated by the 
RFP.  The RFP estimated a total labor effort of approximately $24M[1] 
man-hours.  The RFP's statement of work (SOW) detailed the services 
that could be ordered under the contract, including ship reactivation 
and overhaul, maintenance and maintenance planning, design, 
configuration management, field engineering, spare parts management 
and procurement, and training.  Among other things, the offeror (or an 
offered subcontractor) was required to have a current master ship 
repair agreement (MSRA) and a valid Naval Sea Systems Command (NAVSEA) 
master ordinance repair qualification.

Instructions for the preparation of proposals were provided, detailing 
the information required to allow for the evaluation of the technical 
and cost proposals.  The RFP provided that award would be made on a 
best value basis and stated that technical merit was "significantly 
more important than" price in the overall evaluation of proposals.  
The following technical evaluation factors and subfactors were stated:

     1.  Technical Approach
        a.  Sample tasks
        b.  Understanding and approach
        c.  Specific technical capability
        d.  Unique ideas and capabilities

     2.  Corporate Past Experience

     3.  Personnel Qualifications

     4.  Management Plan/Approach

     5.  Facilities

Offerors were informed that the technical evaluation factors were 
listed in descending order of importance, and that within the 
technical approach factor the subfactors were listed in descending 
order of importance.  In addressing the
technical approach evaluation factor, offerors were instructed to 
demonstrate their capability to perform and their understanding of the 
SOW requirements.  Under the sample tasks subfactor, the RFP 
identified 12 sample tasks that offerors were to address, and informed 
offerors that their sample task responses should demonstrate their 
"understanding of the needs, programs, and objectives contained in the 
SOW" and their "understanding of FMS procedural and administrative 
requirements and soundness of approach to the specific aspects of the 
Sample Tasks."  Offerors were also informed that they (or their 
subcontractors) should demonstrate prior experience "in efforts of 
similar complexity and difficulty, and in fields applicable to the 
services requested in the SOW," and that "particular emphasis should 
be placed on both recent (past three to five years) or current 
on-going efforts and on [Department of Defense], particularly Navy and 
FMS efforts."

The RFP provided for the evaluation of proposed costs on the basis of 
cost realism plus proposed award fee.  In this regard, offerors were 
required to provide a complete and detailed cost breakdown to support 
their proposals.  Subcontracts in excess of $500,000 were required to 
be supported by cost and price information prepared and signed by the 
subcontractor, and all subcontracts regardless of dollar value were 
required to be adequately documented to allow a cost realism and 
reasonableness evaluation.

The RFP incorporated Federal Acquisition Regulation (FAR)  sec.  52.215-16, 
Alternate III, which states that the government intends to make award 
without conducting discussions and encourages offerors to submit their 
best offers in their initial proposals.  This clause also reserves the 
agency's right to conduct discussions if necessary.

The Navy received proposals from eight offerors, including BAV, AMSEC, 
and SWM.  The technical proposals were evaluated by a nine member 
technical evaluation committee (TEC), which used an adjectival rating 
scheme to evaluate proposals under each technical evaluation factor 
and subfactor.[2]  Each proposal was in turn evaluated by all the 
evaluators, with the order of review determined by random selection.  
Hearing Transcript (Tr.) at 506-508.[3]  Each evaluator, after 
reviewing a proposal, prepared narrative comments and assigned an 
adjectival rating under each evaluation factor and subfactor.  Tr. at 
35-36.  The evaluators then met in committee to discuss their initial 
written reviews of the proposal; the individual evaluators made 
adjustments, if any, to their own comments and adjectival ratings as a 
result of their committee discussions.  Tr. at 44-45, 60-61, 415-417, 
510.  After the individual adjustments were made, the evaluators' 
comments and ratings were collated into a single evaluation document 
for each proposal.  This document was subject to further discussions 
in committee; narrative comments and ratings were amended, changed or 
deleted based upon the evaluators' evolving consensus view.[4]  Tr. at 
240-245, 287-288.  

Ultimately, as a result of this iterative process, under which each 
proposal was subject to at least three reviews, Tr. at 532, the TEC 
arrived at a single consensus view for each proposal.  A final 
evaluation report was prepared that documented the TEC's consensus 
evaluation ratings for each proposal; this document provided an 
adjectival rating and narrative comments for each evaluation factor 
and subfactor.  The report, however, did not document any weaknesses 
or "drawbacks" in SWM's or AMSEC's proposals that resulted in the 
protesters' proposals being evaluated as weaker than BAV's.  Tr. at 
872.  

After the TEC accepted the final report, the underlying evaluators' 
notes, comments, and ratings, and the TEC's preliminary consensus 
documents were destroyed.  Tr. at 833, 840-841.  Subsequent to the 
protests, the Navy discovered four computer diskettes containing some 
individual evaluator notes and ratings and some of the TEC's 
preliminary consensus reports for SWM and AMSEC.  Tr. at 841-842.  
These documents were provided to counsel for the parties under the 
protective order.

BAV's proposal received the highest rating from the TEC, while AMSEC's 
and SWM's proposals were evaluated as being technically equivalent and 
second highest rated.  The TEC assigned the following adjectival 
ratings to the parties' proposals in its report:[5]

                              BAV        AMSEC            SWM

     1.  Technical Approach   HA        A              A
       a.  Sample tasks       HA        A              A
`      b.  Understanding      HA        A              A
       c.  Technical capabilityHA       A              A
       d.  Unique ideas       HA        HA             A

     2.  Corporate past experienceHA    A              A

     3.  Personnel qualificationA       A              A

     4.  Management plan      HA        HA             A

     5.  Facilities           HA        HA             HA

     OVERALL RATING           HA        A              A

BAV's proposal's overall highly acceptable technical rating reflected 
the evaluators' judgment that BAV had demonstrated a superior level of 
knowledge, experience, and proven capabilities for all the SOW and RFP 
requirements.  For example, under the sample tasks subfactor, BAV 
provided comprehensive responses that not only provided a workable 
solution to each task, but demonstrated understanding of the 
interrelationship of all the SOW elements and the unique FMS 
environment under which the contract services will be rendered.   
E.g., Tr. at 70-71.  BAV's proposal also demonstrated a number of 
unique and outstanding approaches to the SOW requirements, such as, 
for example, BAV's proposed use of [deleted] to address the problems 
of material/parts management and locating parts for systems that are 
no longer in the Navy's inventory, Tr. at 72-75, and its comprehensive 
training program for [deleted].  Tr. at 71, 74-76.  Under the 
technical approach subfactor, BAV's proposal was judged to provide

     "a comprehensive description of how to meet the requirements of 
     the statement of work in an FMS environment and how the 
     interrelationships worked between the different parts of that 
     statement of work.  Each of these [SOW elements] is not a stand 
     alone item.  [BAV] demonstrated a thorough understanding of what 
     the requirements were, how to implement plans and programs in 
     those areas that were tailored to the FMS environment, not just 
     telling us how the U.S. Navy does it, and gave a detailed, 
     thorough and it was a very straightforward treatment."  Tr. at 
     110.

As another example, under the corporate past performance factor, BAV's 
proposed contract team was judged to offer a breadth of experience 
that addressed all elements of the SOW and a substantial amount of 
direct FMS experience.  Tr. at 127-128.  This experience was 
demonstrated and documented by a large number of contract citations.  
Tr. at 128.  Overall, in the evaluators' view, BAV's highly acceptable 
proposal was vastly superior to that of any of the other acceptable 
proposals, including SWM's and AMSEC's.  Tr. at 109, 146.

In contrast to BAV's overall highly acceptable rating, the evaluators 
determined  that SWM's and AMSEC's proposals evidenced an overall 
acceptable approach, understanding, capability, and experience to 
satisfy the contract requirements.  Each of the protesters' proposals 
was assessed as having some strengths, but neither protester provided, 
in the evaluators' judgment, as strong or comprehensive a proposal as 
BAV's.  In particular, the Navy found that SWM's and AMSEC's proposals 
did not evidence the same level of understanding of the 
interrelationship of the various SOW elements and of the unique 
requirements presented by performing these services in an FMS 
environment.  In addition, neither protester's experience was judged 
to be as complete or strong as BAV's.

Concurrent with the TEC's evaluation of proposals, the SSA 
independently reviewed the technical proposals, Tr. at 955, 1117-1118, 
had a number of conversations with the TEC chair regarding the process 
of the TEC's initial evaluation and its initial findings, and reviewed 
an early draft of the TEC's evaluation report.  Tr. at 955, 957.  
After the TEC's final evaluation report was provided to the SSA, he 
spent a week comparing and validating the evaluation findings against 
his own review of the technical proposals.  Tr. at 958.  While the SSA 
found some "minor" points on which he disagreed with the evaluation 
findings, he agreed with the assigned adjectival ratings and that 
BAV's proposal was "clearly and vastly superior [to that] of the other 
offerors"; the SSA "adopted" the evaluation findings as his own.  Tr. 
at 958-961, 967, 969, 974.

A cost evaluation was also performed to assess the realism and 
reasonableness of the offerors' cost proposals.  AMSEC's, SWM's, and 
BAV's total proposed cost-plus-award-fees were evaluated as follows:

                         Proposed       Evaluated
        
        AMSEC                $853,124,360          $853,124,360
        SWM                  $945,007,862          $945,007,862
        BAV                $1,060,156,697        $1,079,770,912

The SSA requested that the TEC chair perform a cost/technical tradeoff 
analysis of the offers and "advise the [SSA] whether award to the 
technically superior offeror warrants the higher costs."  The TEC 
chair was provided with cost evaluation information and met with the 
SSA to discuss the cost/technical tradeoff evaluation.  Tr. at 764.  
After receiving input from the TEC members, the TEC chair provided the 
SSA with a written cost/technical tradeoff analysis that concluded 
that the evaluated superiority of BAV's proposal outweighed AMSEC's or 
SWM's substantial cost advantages.  The TEC chair's cost/technical 
tradeoff identified a number of advantages in BAV's proposal that the 
TEC chair believed evidenced technical superiority which outweighed 
the cost advantages offered by the protesters' proposals.  Generally, 
these advantages were (1) BAV's offer of more comprehensive and 
intensive training that would allow for "a faster and more 
comprehensive level of self-sufficiency for the FMS customer"; (2) 
BAV's superior understanding of the interrelationship of the SOW 
elements; awareness of the roles of and coordination required for the 
contractor, the agency, and the FMS customer; and systematic approach 
to accomplishing the SOW services--all of which would result in 
efficient level of effort usage, elimination of rework, and reduction 
of government oversight; (3) BAV's offer of "proven preventative 
solutions to anticipated problem areas" that would result in 
substantial cost avoidance to the FMS customer; and (4) BAV's proposed 
material support system that would manage the government's spare parts 
inventory, which had an approximate value of $400M.  Tr. at 800-801.

The TEC chair's cost/technical tradeoff analysis was provided to the 
agency's source selection advisory council (SSAC), which also received 
copies of the proposals, the TEC's evaluation report, and the cost 
evaluation.  Tr. at 988-989.  The SSA was present for the SSAC's 
review and discussion of the proposals and evaluation.  The SSAC's 
discussion of the value of BAV's technically superior proposal focused 
on the need to provide high quality services to FMS customers;  
specifically, the SSAC "elaborate[d] on a credibility gap that . . . 
existed between NAVSEA and their [FMS] customers," stressed the 
importance of training FMS users to attain self-sufficiency, and the 
need to manage the spare parts inventory and support the "FMS-unique 
items."  Tr. at 990-991.  The SSAC concurred with the TEC's 
cost/technical tradeoff analysis and also recommended award to BAV.  

On the basis of the TEC's evaluations, the TEC chair's cost/technical 
tradeoff analysis, the SSAC's recommendation, as well as his own 
review, the SSA selected BAV's proposal for award.  In the written 
source selection decision, the SSA noted that:

     "The inherent quality of the BAV proposal will result in less 
     rework on the part of the contractor, and less required 
     Government oversight.  The technical superiority of the BAV 
     proposal is not overcome by the simple expenditure of additional 
     hours on behalf of any lower cost/technically inferior offerors.  
     Given the higher quantity and quality of contract deliverables, 
     and given the inherent quality of the BAV proposal, unmatched by 
     any other offer, which will result in less required rework and 
     less required Government oversight, the SSA has determined the 
     benefits provided by the BAV proposal outweigh the differences 
     between the BAV cost realistic position and the cost realistic 
     positions of the other offerors . . . ."

In the SSA's judgment, BAV would present FMS customers with a level of 
support that would generate the highest level of assurance in the 
Navy's capability and commitment, which would enhance the 
marketability of decommissioned Navy ships and increase the volume of 
work that FMS customers would choose to order under the contract.[6]  
The SSA also testified that there was a "real value" in the sale of 
government spare parts through this support services contract.  Tr. at 
1126-1127. 
  
The SSA also decided that there was no need to conduct discussions 
before making award.  Specifically, the SSA noted that the SOW invited 
creative and innovative approaches, but that only BAV had "maximized 
this opportunity by providing the most creative and innovative 
technical approach."  In the SSA's view, discussions in this area 
would not be appropriate.  The SSA also noted that there were no 
deficiencies or significant weaknesses in any of the acceptable 
proposals that required discussions and was convinced that the other 
offerors could not improve their proposals to the level of BAV's.  Tr. 
at 1127.  Finally, the SSA noted that offerors were cautioned by the 
RFP that the government intended to make award on the basis of initial 
proposals and that therefore offerors should have presented their best 
offer in their initial proposals.  

Award was made to BAV, and these protests followed.

SWM and AMSEC first protest the Navy's evaluation of technical 
proposals.  Specifically, SWM argues that the Navy gave undue weight 
to the experience of BAV's proposed team in evaluating BAV's proposal 
under the sample tasks and specific technical capability subfactors; 
SWM contends that since the RFP provided for the evaluation of 
corporate past experience under a separate evaluation factor, the Navy 
should not have considered BAV's experience under any other factor or 
subfactor.  SWM also disagrees with the adjectival ratings assigned by 
the TEC for its proposal; SWM contends that since the TEC in its final 
report identified some areas in which SWM's proposal exceeded the RFP 
requirements, under the procurement's source selection plan, its 
proposal should have been rated highly acceptable.  AMSEC argues that 
the Navy evaluated its and BAV's proposals unequally, finding that 
strengths in BAV's proposal merited a highly acceptable rating while 
similar strengths in AMSEC's proposal merited only an acceptable 
rating.  Also, AMSEC argues that the Navy misevaluated its corporate 
past experience, which the protester believes should have been 
assessed as highly acceptable.  Both protesters argue that because the 
Navy destroyed the evaluators' and TEC's workpapers and comments, 
which formed the basis for the final evaluation report, the agency did 
not adequately document its evaluation and source selection such that 
we can judge the rationality of the agency's actions.

In determining whether a particular evaluation conclusion is rational, 
we examine the record to determine whether the judgment was reasonable 
and in accord with the evaluation criteria listed in the solicitation.  
Abt Assocs., Inc., B-237060.2, Feb. 26, 1990, 90-1 CPD  para.  223.  Such 
judgments are by their nature often subjective; nevertheless, the 
exercise of these judgments in the evaluation of proposals must be 
reasonable and must bear a rational relationship to the announced 
criteria upon which competing offers are to be selected.  Bunker Ramo 
Corp., 56 Comp. Gen. 712 (1977), 77-1 CPD  para.  427; Hydraudyne Sys. and 
Eng'g B.V., B-241236; B-241236.2, Jan. 30, 1991, 91-1 CPD  para.  88.  

Implicit in the foregoing is that these judgments must be documented 
in sufficient detail to show that they are not arbitrary.  See FAR  sec.  
4.801(b); 15.608(a)(3); 15.612(d)(2); Wadell Eng'g Corp., 60 Comp. 
Gen. 11 (1980), 80-2 CPD  para.  269; Benchmark Sec., Inc., B-247655; 
B-247655.2, Feb. 4, 1993, 93-1 CPD  para.  133.  In particular, the agency's 
technical evaluation documentation is required to include "[a]n 
analysis of the technically acceptable and unacceptable proposals, 
including an assessment of each offeror's ability to accomplish the 
technical requirements."  FAR  sec.  15.608(a)(3)(ii).  While an agency is 
not required to retain every document or worksheet generated during 
its evaluation of proposals, the agency's evaluation must be 
sufficiently documented to allow review of the merits of a protest.  
KMS Fusion, Inc., B--242529, May 8, 1991, 91-1 CPD  para.  447.  In this 
regard, evaluators' notes and workpapers may or may not be necessary 
to determine the reasonableness of the agency's evaluation.  See id.; 
Department of the Army--Recon., B-240647.2, Feb. 26, 1991, 91-1 CPD  para.  
211.  Where an agency fails to document or retain evaluation 
materials, it bears the risk that there is inadequate supporting 
rationale in the record for the source selection decision and that we 
will not conclude that the agency had a reasonable basis for the 
decision.  Engineering and Computation, Inc., B-261658, Oct. 16, 1995, 
95-2 CPD  para.  176; American President Lines, Ltd., B-236834.3, July 20, 
1990, 90-2 CPD  para.  53.

In determining the rationality of an agency's evaluation and award 
decision, we do not limit our review to contemporaneous evidence, but 
consider all the information provided, including the parties' 
arguments, explanations, and hearing testimony. Benchmark Sec., Inc., 
supra; KMS Fusion, Inc., supra; Hydraudyne Sys. and Eng'g B.V., supra.  
While we consider the entire record, including the parties' later 
explanations and arguments, we accord greater weight to 
contemporaneous evaluation and source selection material than to 
arguments and documentation prepared in response to protest 
contentions.  DynCorp, 71 Comp. Gen. 129 (1991), 91-2 CPD  para.  575.

Here, the Navy's destruction of the evaluators' notes and workpapers 
left a written record that did not meet the requirements of FAR  sec.  
15.608(a)(3)(ii).  The contemporaneous documentation retained by the 
Navy--the TEC's final report, the TEC chair's cost/technical tradeoff 
document, and source selection decision--did not adequately explain 
why BAV's proposal was judged to be technically superior to SWM's and 
AMSEC's.  Specifically, while the TEC report described BAV's 
proposal's strengths and advantages to justify its "highly acceptable" 
rating, it did not explain why the protesters' proposals, which 
appeared from this document to have similar strengths, were not 
essentially technically equivalent.  Accordingly, the retained 
documentation was not sufficient to support the evaluation results.  
Indeed, a  hearing was convened at our request, in part, because of 
the inadequacy of the evaluation documentation in the record, which 
did not fully explain the agency's evaluation, Tr. at 286-287, and the 
hearing testimony revealed that a number of identified strengths and 
weaknesses for all offerors' proposals were not recorded in the TEC's 
final evaluation report.  Tr. at 336-338, 397-398.

While the Navy's document destruction was improper, we will not 
disrupt an agency's procurement on this basis alone where the protest 
record is otherwise adequate for our review.  See Hydraudyne Sys. and 
Eng'g B.V., supra.  SWM and AMSEC assert that the evaluators' notes 
and workpapers are necessary here to allow for our review of the 
procurement; they correctly note that the evaluators could not recall 
in their hearing testimony all the details of the lengthy evaluation 
process and that there were some minor inconsistencies in the 
evaluators' testimony.[7]  This, however, does not establish the 
inadequacy of the protest record.  The testimony of the agency's 
evaluators, TEC chair, and SSA explained the basis of the agency's 
evaluation conclusions, and, more specifically, why BAV's proposal was 
determined to be technically superior to SWM's and AMSEC's; they 
agreed on the major aspects of the evaluation and the evaluated 
differences among the parties' proposals.  Looking at the record as a 
whole, we believe that it adequately explains the agency's actions so 
as to allow the parties to present their arguments concerning the 
reasonableness of the agency's source selection and to allow our 
Office to effectively review the matter.  Id. 

From our detailed review of this record, we conclude that the agency's 
evaluation of technical proposals and its cost/technical tradeoff 
decision were reasonable.  

SWM argues that the Navy gave inappropriate weight to experience in 
the evaluation of BAV's proposal under the sample tasks and specific 
technical capability subfactors.  The record does not support this 
allegation.  The RFP provided that an offeror's overall corporate 
experience would be evaluated under the corporate past experience 
factor, and the evaluation documentation reflects that BAV's overall 
experience was assessed under this evaluation factor.  The RFP also 
instructed offerors to demonstrate their understanding and 
capabilities under the technical approach evaluation factor, which 
includes the sample tasks and technical capabilities subfactors.  The 
record shows that BAV's specific understanding, approach, and 
capabilities were assessed under these subfactors.  For example, 
sample task three asked offerors to describe how they would replenish 
the repair part inventory for equipment that is obsolete to the Navy 
infrastructure.   The Navy found that, for this sample task:

     "[deleted]."

While SWM complains that the Navy in evaluating BAV's response to this 
sample task considered the experience of BAV's team member in 
performing a similar task for the United Kingdom, the agency's 
evaluation comments demonstrate that the citation to the experience of 
BAV's team member was for the purpose of documenting BAV's 
capabilities, which is a matter that the RFP provided would be 
evaluated under these subfactors.[8]

SWM also complained prior to the hearing that the TEC report 
identifies a number of areas in which SWM's proposal exceeded the RFP 
requirements, but does not explain why these "excesses" were not 
considered sufficiently beneficial to the government to warrant 
receiving highly acceptable ratings.  Hearing testimony was elicited 
from a number of the agency's evaluators explaining why, in their 
judgment, the evaluated "excesses" in SWM's proposal did not merit 
highly acceptable ratings under the evaluation factors.  See, e.g., 
Tr. at 144-161, 550-554, 561-564, 743-752.  SWM has not addressed this 
testimony or the evaluators' explanations in its post-hearing 
comments.  Instead, SWM continues to argue that the contemporaneous 
TEC report does not adequately explain the agency's evaluation.  This, 
however, ignores the hearing testimony that a "major difference" 
between BAV's overall highly acceptable proposal and SWM's acceptable 
proposal was that BAV demonstrated comprehensive understanding of the 
SOW requirements and how they related to executing tasks in an FMS 
environment, while SWM's proposal merely described the standard Navy 
approach to accomplishing the required tasks without demonstrating an 
understanding of the "uniqueness of doing things in an FMS 
environment" or how things would have to be tailored to satisfy an FMS 
customer.  Tr. at 144-145.  In other words, the Navy found that while 
SWM exceeded RFP requirements in various respects (particularly with 
regard to shipyard services), it did not in its proposal reflect an 
appreciation of the FMS nature of the procurement to the extent that 
BAV did.  The record supports the Navy's findings, and given SWM's 
failure to rebut the agency's explanations in the hearing testimony 
regarding its evaluation of SWM's proposal, we conclude that the 
ratings of that proposal were reasonable.

AMSEC also challenged the agency's evaluation of its technical 
proposal, arguing that strengths identified in BAV's proposal were 
also present in AMSEC's and that in particular AMSEC's corporate 
experience should have been assessed as highly acceptable.  In this 
regard, AMSEC points to some of the initial, pre-consensus evaluator 
comments concerning AMSEC's proposal, complains that its proposal 
initially received a higher rating than was presented in the TEC's 
consensus report, and suggests that the TEC report does not reflect 
the evaluators' conclusions.

First, regarding the pre-consensus evaluation documents to which AMSEC 
draws our attention, the record shows, as noted above, that the 
agency's evaluation was an iterative process which began with the 
individual evaluators' initial comments on the proposals, continued 
through committee discussion which resulted in changes to the 
evaluators' individual views, and ended with a consensus panel finding 
for each proposal that was documented in the TEC's evaluation 
report.[9]  E.g.,Tr. at 414-417.  Thus, the fact that an evaluator's 
preliminary evaluation comments or ratings changed does not indicate, 
as AMSEC asserts, that the TEC report does not reflect the agency's 
evaluation conclusions.  Moreover, the record indicates that all the 
offers initially received high evaluation scores prior to the 
committee discussions after which individual evaluators adjusted their 
ratings.  Tr. at 430.

Regarding the evaluation of AMSEC's proposal, we received extensive 
hearing testimony concerning the evaluation of AMSEC's proposal under 
the technical approach and corporate past experience factors, which 
highlighted the evaluated differences between BAV's and AMSEC's 
proposals.  In general, BAV'S proposal under the sample tasks and 
understanding and approaches subfactors was found to provide a much 
more comprehensive response to the SOW requirements than AMSEC's, and 
to demonstrate BAV's understanding of the interrelationship of all the 
SOW elements and the unique aspects of accomplishing the required 
services in an FMS environment.  Tr. at 70-71, 109-110.  Also, a 
number of strengths or beneficial excesses were identified in BAV's 
proposal that supported its evaluated superiority.  For example, BAV 
offered an existing material management system and database to address 
the problem of managing and acquiring spare parts for equipment that 
is no longer supported in the Navy's inventory.[10]  Tr. at 71-74.  As 
another example, BAV offered MSRA contractors on [deleted] to allow 
for flexibility in scheduling ship reactivation and repairs.  Tr. at 
113.

AMSEC does not dispute the Navy's contentions concerning the 
comprehensiveness of BAV's proposal or that BAV proposal demonstrated 
a better understanding of the interrelationship of SOW elements and of 
the FMS environment; in this regard, AMSEC's expert witness/consultant 
testified that he found the Navy's evaluation of BAV's and AMSEC's 
proposals under the technical approach factor to be generally 
reasonable.  Tr. at 1183, 1222-1223.  Nevertheless, AMSEC complains 
that some features of its proposal are equivalent to strengths 
identified for BAV, but its proposal was not given the same credit.  

Specifically, AMSEC complains that just as BAV received credit for its 
material management system and database as a beneficial excess, AMSEC 
should have received credit for its proposed material management 
system--the [deleted].  The record shows that the Navy considered the 
[deleted] system, which AMSEC's proposal stated was currently being 
used to [deleted], but concluded that AMSEC's proposal provided 
insufficient information to allow the agency to assess this system as 
a beneficial excess.  Tr. at 83, 173, 331-332, 558-559, 1082.  In 
contrast, BAV fully explained its proposed material management system; 
in addition, the TEC and SSA [deleted].  Tr. at 992-992, 1079-1082.  
AMSEC has not shown the agency's conclusions regarding AMSEC's failure 
to explain the [deleted] system to be unreasonable.

AMSEC complains that the Navy assessed BAV's offer of MSRA contractors 
on [deleted] to be a proposal strength but AMSEC did not receive 
appropriate credit for its offer of MSRA contractors on [deleted].  
The record reflects that the Navy recognized that AMSEC had offered 
MSRA contractors on [deleted], but concluded that because AMSEC's 
[deleted].  Tr. at  118.  AMSEC has also not shown this conclusion to 
be unreasonable.

AMSEC also complains that the Navy assessed BAV's proposed training as 
a proposal strength, but that AMSEC's proposed equivalent training was 
not so assessed.  While it is true that some aspects of AMSEC's 
proposed training approaches appear similar to that offered by BAV, 
the record does not support AMSEC's contention that the training was 
equivalent.  Rather, the record supports the reasonableness of the 
Navy's evaluation that BAV's proposal demonstrated a more 
comprehensive overall training program; in this regard, the Navy found 
that, unlike the other offers, BAV's proposal did not simply provide 
training where requested by the RFP, but demonstrated "a philosophy 
that maximized the transfer of knowledge throughout the various tasks 
called for in the RFP."  In accordance with this approach, BAV 
proposed integrated training for [deleted] (where pertinent) 
throughout the performance of contract tasks.  Also, only BAV proposed 
providing [deleted] training.

AMSEC also disputes the agency's assessment of BAV's proposed 
"preventative solutions" as a unique proposal strength; AMSEC argues 
that its proposal offered the same preventative solutions.  We find 
from our review of the record that while both firms offered 
preventative solutions to potential maintenance problems, BAV's 
proposal was clearer and more comprehensive in this area than AMSEC's.  
We find reasonable this aspect of the agency's evaluation.

AMSEC also challenges the Navy's evaluation of its corporate past 
experience, asserting that its proposal should have received at least 
the rating received by BAV's proposal.  As noted above, BAV's proposal 
was assessed as highly acceptable under the corporate past experience 
factor because BAV was found to offer directly relevant experience in 
all SOW elements and this experience was supported by a large number 
of contract citations [deleted].  AMSEC's corporate past experience 
was evaluated as being on the high end of acceptable; the record 
indicates that AMSEC's proposal did not receive a higher rating for 
this factor because, in the Navy's view, AMSEC did not demonstrate the 
level of comprehensive and recent experience that BAV had provided, 
Tr. at 351, and the Navy had a number of concerns with the past 
experience demonstrated in AMSEC's proposal.  These concerns were that 
AMSEC proposed an extremely large team of subcontractors to perform 
this contract, but that many of AMSEC's proposed subcontractors were 
not priced in its cost proposal; the list of AMSEC's "unpriced" 
companies included some companies that were identified as significant 
to AMSEC's contract performance.  Tr. at 129-130.  Also, AMSEC did not 
provide contract references for a number of its proposed 
subcontractors and the contract references that were provided were 
viewed as being dated in a number of instances.  Tr. at 130-135. 

AMSEC disagrees with the Navy's assessment of its corporate past 
experience and argues that it was unreasonable for the agency to view 
the unpriced companies it proposed as less committed than companies 
that were priced in its cost proposal.[11]  In this respect, AMSEC 
contends that it was not required to price every firm it proposed to 
have available to perform task orders under the contract.  Here, 
contrary to AMSEC's arguments, the Navy did not disregard the unpriced 
firms in assessing AMSEC's proposed technical capabilities and 
experience, but considered the risk associated with an offer of 
unpriced firms--AMSEC's offer of firms that were not priced in its 
proposal was only one element the Navy weighed in assessing AMSEC's 
experience to be at the high end of the acceptable range.  We think 
that the agency was reasonably concerned by AMSEC's failure to price 
all its proposed team members given AMSEC's failure to explain what 
arrangements it had with these firms.  Because the RFP required 
offerors to provide cost information for all subcontracts regardless 
of dollar amount, the agency could reasonably find that these firms 
were proposed not as a subcontractors to AMSEC's contract but as 
potential suppliers.[12]  

AMSEC also disputes the agency's evaluation of the breadth and 
currency of AMSEC's identified contract references.  In this regard, 
AMSEC's expert witness/consultant testified that in his opinion 
AMSEC's overall experience should have at least been rated equal to 
that of BAV's because AMSEC offered "ship repair oriented shipyards" 
with more direct experience in the building or repairing of the 
classes of ships to be supported under this contract.  Tr. at 1190-92.  
The Navy responds, however, that the RFP required more than simply 
direct ship repair experience with the specific classes of ships 
identified in the RFP[13] and that, in any event, AMSEC failed to 
provide contract references for a number of the companies for which it 
asserted specific experience and that some of the contract references 
given for specific experience with the classes of ships identified in 
the RFP were dated (i.e., more than 5 years old and in one case more 
than 20 years old).  In contrast, the Navy evaluators found that BAV 
presented contract references for all its proposed team that were more 
recent and showed experience with the same or similar ship systems 
presented by the classes of ships to be supported by this contract.  
See, e.g., Tr. at 188-207.  While AMSEC disagrees with the Navy's 
judgment concerning the respective merit of the two firms' past 
experience, it has not shown the Navy's judgment to be unreasonable.

AMSEC also argues that the Navy evaluated its and BAV's proposal 
disparately in assessing the two firms' past experience because the 
SSA stated that he was concerned that two of the large contracts AMSEC 
represented as demonstrating experience with large, complex contracts 
were actually performed by other corporate subsidiaries of Science 
Applications International Corporation, while the Navy accepted as 
relevant experience contracts that were performed by the corporate 
joint venturers of BAV, even though BAV is a newly organized entity 
without any past experience.  The SSA, however, testified that these 
matters were not significant to the SSA, see Tr. at 964, and we find 
that they had little impact on the evaluation of AMSEC's overall 
experience.[14]

As for the Navy's cost/technical tradeoff, AMSEC asserts that the 
SSA's determination does not demonstrate that the technical merit of 
BAV's proposal, vis-a-vis AMSEC's proposal, warrants the payment of a 
more than $200M cost premium.[15]

In a negotiated procurement, the government is not required to make 
award to the lowest-cost, technically acceptable offeror unless the 
RFP specifies that cost will be determinative.  General Servs. Eng'g, 
Inc., B-245458, Jan. 9, 1992, 92-1 CPD  para.  44.  Source selection 
officials have broad discretion to determine the manner and extent to 
which they will make use of the technical and cost evaluation results 
in negotiated procurements.  Grey Advertising, Inc., 55 Comp. Gen. 
1111 (1976), 76-1 CPD  para.  325.  In deciding between competing proposals, 
cost/technical tradeoffs may be made, the propriety of which turns not 
on the difference in technical scores or ratings, per se, but on 
whether the source selection officials judgment concerning the 
significance of that difference was reasonable and adequately 
justified in light of the RFP evaluation scheme.  DynCorp, B-245289.3, 
July 30, 1992, 93-1 CPD  para.  69.  Award may be made to a higher-rated, 
higher-cost offeror where the decision is consistent with the 
evaluation criteria and the agency reasonably determines that the 
technical superiority of the higher-priced offer outweighs the cost 
difference.   Sabreliner Corp., B-242023; B-242023.2, Mar. 25, 1991, 
91-1 CPD  para.  326.

Here, the record supports the SSA's selection of BAV's proposal for 
award on the basis of BAV's evaluated technical superiority, 
notwithstanding AMSEC's proposal's much lower evaluated cost.  The RFP 
informed offerors that technical merit was "significantly more 
important than" cost/price, and BAV's proposal was reasonably judged 
by the agency's evaluators and the SSA to be significantly superior to 
that of AMSEC.  As noted above, four significant attributes of BAV's 
superior proposal were specifically identified by the agency as 
outweighing AMSEC's 26-percent evaluated cost advantage:  (1) BAV's 
proposed training; (2) BAV's superior understanding of the 
interrelationship of the SOW elements; awareness of the roles of and 
coordination required for the contractor, the agency, and the FMS 
customer; and systematic approach to accomplishing the SOW services; 
(3) BAV's offer of "proven preventative solutions to anticipated 
problem areas"; and (4) BAV's proposed material support system.  In 
addition, the SSA believed that instilling confidence of the FMS 
customer in the Navy's ability to deliver quality ship repair, 
maintenance, and life-cycle support services was crucial to enticing 
FMS customers to purchase or lease decommissioned Navy ships, each of 
which would sell for between $100 to $130M.  Tr. at 1000, 1013.  
Likewise, the SSA believed that providing a high quality contract, 
which would encourage FMS customers to order services, would allow the 
government to sell its spare parts inventory at market value; the 
failure to sell these parts that are no longer needed by the Navy 
would result in the parts being scrapped.  Tr. at 1002-03.  

AMSEC attacks the Navy's cost/technical tradeoff analysis on a number 
of bases, none of which we find demonstrates that the agency's 
judgment was unreasonable.  AMSEC first asserts that some of the 
superior features identified by the agency in BAV's 
proposal--specifically, BAV's proposed training, material management 
system, preventative solutions, and corporate past experience--are 
matched in AMSEC's proposal.  These allegations essentially challenge 
the agency's technical evaluation, which, as noted above, we found 
reasonable in its conclusion that BAV's proposal was far superior to 
AMSEC's in this areas.  

AMSEC next asserts that the SSA relied upon the TEC's evaluation 
report in performing his cost/technical tradeoff and that this report 
did not document all the TEC's findings regarding the proposals.  
While the TEC report did not document all of the TEC's evaluation 
findings, AMSEC's argument ignores the fact that the SSA performed an 
independent review of the proposals, which validated the TEC's 
adjectival evaluation ratings and, along with the TEC chair's 
cost/technical tradeoff recommendation, provided the SSA with the 
basis to make his source selection decision.  

Finally, AMSEC asserts the SSA failed to provide sufficient weight to 
cost in his cost/technical tradeoff analysis.  We disagree and find 
that the SSA carefully considered the respective costs of the offerors 
in assessing which proposal was most advantageous to the government; 
in this regard, the SSA properly recognized that technical merit was 
stated by the RFP to be significantly more important than cost.  While 
AMSEC believes that the Navy was required to, but did not, "quantify" 
the value of BAV's evaluated superiority to demonstrate that the merit 
of BAV's proposal outweighed AMSEC's cost advantage, there is no 
requirement that an agency quantify the value of technical superiority 
vis-a-vis low cost/price to determine the best value to the 
government.  Picker Int'l, Inc., B-249699.3, Mar. 30, 1993, 93-1 CPD  para.  
275.  Rather, the relative value to be assigned respectively to 
technical merit and cost/price is a matter accorded to the subjective 
business judgment of the source selection official, whose judgment we 
will question only where that judgment is shown to be unreasonable or 
not in accord with the stated evaluation criteria.  Id.

In sum, we find that SSA reasonably determined that the superior 
technical merit evaluated in BAV's proposal outweighed the substantial 
cost advantage offered by AMSEC.  In so concluding, the SSA gave 
appropriate weight to cost within the evaluation scheme stated by the 
RFP.

SWM and AMSEC also protest the agency's determination to make award on 
the basis of initial proposals without conducting discussions.  The 
protesters assert that the conduct of discussions would have allowed 
them to improve their technical proposals such that, considering the 
firms' much lower costs, the best value outcome in this procurement 
could have been different.

Where, as here, an RFP sets forth the provisions of FAR  sec.  52.215-16, 
Alternate III, advising offerors of the agency's intent to award 
without conducting discussions, the agency may properly do so, 
provided the contracting officer determines that discussions are 
unnecessary.  FAR  sec.  15.610(a)(4); Infotec Dev., Inc., B-258198 et al., 
Dec. 27, 1994, 95-1 CPD  para.  52.  The discretion of the contracting 
officer to determine whether or not to hold discussions is not 
unfettered; we will review the exercise of that discretion to ensure 
that it was reasonably based on the particular circumstances of the 
procurement, including consideration of the proposals received and the 
basis for the selection decision.  See Facilities Management Co., 
Inc., B-259731.2, May 23, 1995, 95-1 CPD  para.  274; The Jonathan Corp.; 
Metro Mach. Corp., B-251698.3; B-251698.4, May 17, 1993, 93-2 CPD  para.  
174.

Here, the Navy reasonably determined that BAV's proposal contained no 
deficiencies and was clearly technically superior to SWM's and 
AMSEC's, and that this superiority clearly outweighed SWM's and 
AMSEC's cost advantage.  Furthermore, the record supports the SSA's 
conclusion that while SWM and AMSEC could improve their proposals to 
some extent there was no reasonable possibility that either protester 
could improve its proposal to the level of BAV's proposal, given BAV's 
innovative approach which the SSA properly determined should not be 
disclosed to the protesters through discussions.  Thus, the agency 
reasonably had no doubt as to which offer represented the best value 
to the government.  Under these circumstances, the Navy could properly 
make award to BAV on the basis of initial proposals.  Compare 
Information Spectrum, Inc., B-256609.3; B-256609.5, Sept. 1, 1994, 
94-2 CPD  para.  251 (discussions were not necessary where the agency 
reasonably could determine which offer represented the best value to 
the government) with The Jonathan Corp.; Metro Mach. Corp., supra 
(discussions were necessary where the agency could not reasonably 
determine which proposal represented the best value to the government, 
given the significant discrepancy between the agency's cost realism 
estimate and the cost proposals received and the closeness of the 
competition); see also TRW, Inc., B-254045.2, Jan. 10, 1994, 94-1 CPD  para.  
18.  

The protests are denied.[16]

Comptroller General
of the United States

1."M" equals a million.

2. During some part of the evaluation process, evaluators also used a 
numerical evaluation scheme.  This rating scheme was not used in the 
TEC's consensus report and was not provided to the source selection 
authority (SSA) as a part of the TEC's final evaluation report.

3. A hearing was held in this protest pursuant to 4 C.F.R.  sec.  21.5 
(1995) to receive testimony from a number of the Navy's evaluators, 
the TEC chair, the SSA, and consultant/expert witnesses for AMSEC and 
BAV, regarding the evaluation of technical proposals, source selection 
decision, and decision to make award on initial proposals without 
conducting discussions.  

4. Individual evaluators changed their views throughout this process.  
The evaluators had different areas of expertise, and evaluators would 
change their views after the group discussions where an evaluator 
became convinced that initial perceived strengths or weaknesses were 
not valid.  Tr. at 35-36; 428-430; 489-490.

5."HA" refers to highly acceptable, which the source selection plan 
defines as a highly responsive proposal that meets and exceeds the 
desired performance and the excess is beneficial to the Navy; "A" 
refers to acceptable, which was defined as a responsive proposal that 
demonstrates an understanding of, and satisfies, the Navy's 
requirements.  Proposals could also be evaluated as unacceptable but 
capable of being made acceptable and unacceptable but not capable of 
correction without a major proposal revision.

6. The SSA testified that the Navy competes with other countries (for 
example, England, Germany, and the Netherlands) to sell decommissioned 
ships.  Tr. at 1126. 

7. Given the lengthy and iterative evaluation process that entailed 
the review of each proposal in total by each evaluator, the numerous 
committee discussions, and the rescoring of proposals by the 
evaluators, and given the passage of 6 months since these evaluations 
were performed, the evaluators' lack of total recall of all details of 
their evolving evaluation of proposals, and the minor inconsistencies 
in their testimony, are understandable, particularly since some 
individual evaluators' notes and ratings, and the preliminary 
consensus reports were destroyed.

8. SWM provides numerous other examples where the agency mentioned 
BAV's specific experience in evaluating BAV's proposal under the 
sample tasks and specific technical capability subfactors.  We find 
that in each instance the Navy was properly assessing BAV'S 
capabilities as provided for by the RFP.

9. Both protesters challenge the TEC evaluation report as representing 
a "coerced" consensus that they imply does not reflect the views of 
the individual evaluators.  As AMSEC acknowledges, a consensus 
approach to evaluating proposals is not unreasonable.  Moreover, the 
record shows that all the evaluators agreed with the consensus opinion 
expressed in the TEC report.

10. Spare parts management and acquisition was seen as one of the more 
important and difficult aspects of the contract work.  Tr. at 173, 
1004.  As one evaluator noted "if you don't have parts, you can't fix 
things and if you can't fix them, they don't work."  Tr. at 84.

11.{Deleted].

12. AMSEC also complains that the Navy's judgment concerning the 
unpriced companies in AMSEC's proposal is based upon erroneous 
information because two firms that the Navy identified as unpriced 
were actually priced in AMSEC's cost proposal.  We find that this 
error does not vitiate the Navy's reasonable concerns regarding 
AMSEC's failure to explain its arrangements with the more than 
[deleted] firms that were offered in its technical proposal but not 
priced in its cost proposal, especially since some of the unpriced 
firms were presented as performing significant roles in AMSEC's 
performance.  

13. AMSEC and SWM both argue that the RFP indicated that most of the 
services to be performed under the contract involved shipyard repair, 
and therefore this element of the SOW should have been considered as 
more important than other SOW elements in the agency's evaluation of 
proposals.  As the Navy and BAV point out, however, the RFP did not 
state that any element of the SOW was more important than any other; 
rather, the RFP required offerors to demonstrate how they would 
satisfy all the SOW requirements.

14. There is no citation to these concerns in the TEC report, 
cost/technical tradeoff analysis, or source selection decision 
documents.

15. SWM did not specifically protest the SSA's cost/technical 
tradeoff.  In any event, given our decision that the agency reasonably 
found that the technical superiority of BAV's proposal outweighed 
AMSEC's cost advantage, SWM would have no basis to challenge the 
advantageousness of BAV's proposal vis-a-vis SWM's proposal which was 
found to be technically equivalent to, but with a higher cost than, 
AMSEC's. 

16. SWM also protests that BAV has an organizational conflict of 
interest because of an ongoing contract VSE has with the Navy's 
security assistance program office, PMS-380.  However, SWM did not 
identify which contract formed the basis for this complaint, and the 
record shows that VSE had no ongoing contracts with PMS-380.