BNUMBER:  B-266053.2
DATE:  April 29, 1996
TITLE:  CHP International, Inc.

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DOCUMENT FOR PUBLIC RELEASE
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:CHP International, Inc.

File:     B-266053.2

Date:April 29, 1996

Alan S. Weitz, Esq., and Edward Tolchin, Esq., Ginsburg, Feldman & 
Bress, for the protester.
Clayton S. Marsh, Esq., and Kurt S. Kusiak, Esq., Ropes & Gray, for 
World Learning, Inc., an interested party.
Mark P. Lindberg, Esq., and Steven Schwinn, Esq., Peace Corps, for the 
agency.
Jacqueline Maeder, Esq., Glenn Wolcott, Esq., and Paul Lieberman, 
Esq., Office of the General Counsel, GAO, participated in the 
preparation of the decision.

DIGEST

1.  Protest that agency conducted inadequate cost realism analysis is 
denied where the agency considered the realism of the awardee's 
proposed direct labor costs, the number of labor hours and the mix of 
labor categories, the fringe benefits, travel and miscellaneous costs, 
and the indirect rates, and it is clear from the record that the 
protester was not prejudiced by the agency's failure to make certain 
adjustments to the labor escalation rate or fringe benefits that the 
protester believes should have been made.

2.  Protest that agency conducted unequal discussions with the 
protester and the awardee is denied where the record establishes that 
the agency properly tailored its discussions to the specific 
weaknesses in each offeror's proposal and gave both offerors an equal 
opportunity to address these weaknesses.  

3.  The substitution of personnel after award is not improper where 
the offeror provided resumes and firm letters of commitment for its 
proposed individuals and nothing in the record suggests that the names 
were submitted other than in good faith.  

DECISION

CHP International, Inc. protests the award of a contract to World 
Learning, Inc. under request for proposals (RFP) No. 95-3, issued by 
the Peace Corps for the pre-service training of Peace Corps volunteers 
in technical, language, cross-cultural and personal support skills 
necessary for their assignments in Guatemala and             El 
Salvador.  CHP, the incumbent contractor, challenges various aspects 
of the proposal evaluation and source selection process, particularly 
the cost realism evaluation of the awardee's proposed costs.     

We deny the protest.

The RFP, issued March 10, 1995, contemplated the award of a 
cost-plus-fixed-fee contract to provide pre-service and in-service 
training to Peace Corps volunteers serving in Guatemala and El 
Salvador for a 1-month pre-training period and a base year with 4 
option years.  Offerors were required to submit separate technical and 
cost proposals.  In the technical proposal, each offeror was to 
describe its technical approach for providing the required services.  
Additionally, the RFP required each offeror to "identify the training 
staff by name, position, and vita" and to provide letters of intent.  
The RFP identified required key personnel, including, for example, a 
training director, master trainers, and language coordinators, but did 
not specify the exact number of language and technical trainers 
required.  Proposed staff were required to meet the minimum 
requirements set forth in the statement of work.   

The RFP provided that cost proposals would be evaluated to determine 
if the costs proposed were realistic and appropriate for the required 
effort.  Award was to be made to the offeror whose proposal presented 
the best combination of features and provided the best value to the 
government, with technical competence considered more important than 
cost, and past performance considered the least important evaluation 
criterion.  

The Peace Corps received three proposals, including those of CHP and 
World Learning, by the May 2 closing date.  A four-member technical 
evaluation panel evaluated the proposals  based on four technical 
competency ratings (exceptional, good, marginal, and poor).  After 
review of initial proposals and costs, all                three 
proposals were included in the competitive range.  Discussions were 
held with the three offerors, all of which submitted best and final 
offers.  The final evaluation results were as follows:

             Technical    Cost         Past PerformanceRank

World LearningGood        $3,391,492   Excellent    1

Firm X       Good+        $4,279,412   Excellent    2

CHP          Good         $4,206,090   Excellent    3
All offerors provided a Certificate of Current Cost or Pricing Data 
attesting to the accuracy, currency and completeness of their cost or 
pricing data.  The contracting officer performed a cost realism 
analysis and concluded that the proposed costs were reasonable and 
realistic.  Since all three proposals were regarded as essentially 
technically equal, the determining element in the source selection 
decision was the substantial difference in evaluated cost.  On that 
basis, World Learning's proposal was selected for award as most 
advantageous to the government.  This protest followed.    

CHP contends that the agency failed to conduct a reasonable cost 
realism analysis of World Learning's proposal, alleging that the 
awardee improperly proposed a [deleted] trainers, that staff salaries 
and fringe benefits proposed by World Learning were understated, and 
that the agency should have normalized the annual salary escalation 
rates proposed by the offerors.  CHP also alleges that World Learning 
never intended to supply the individuals for whom it submitted resumes 
for evaluation, and that discussions were unequal.[1]

When a cost reimbursement contract is to be awarded, the offerors' 
estimated costs of contract performance should not be considered as 
controlling since the estimates may not provide valid indications of 
the final actual costs which the government is required to pay.  See 
Federal Acquisition Regulation  sec.  15.605(c).  Consequently, the 
contracting agency must perform a cost realism analysis to determine 
the realism of an offeror's proposed costs and to determine what the 
costs are likely to be under the offeror's technical approach, 
assuming reasonable economy and efficiency.  CACI, Inc.-Fed., 64 Comp. 
Gen. 71 (1984), 84-2 CPD  para.  542.  An agency is not required, however, 
to conduct an in-depth analysis or to verify each item in conducting a 
cost realism analysis.  Hattal & Assocs., 70 Comp. Gen. 632 (1991),  
91-2 CPD  para.  90.  A cost realism assessment necessarily involves the 
exercise of informed judgment which the agency is clearly in the best 
position to make; our Office will review such a determination only to 
ascertain whether it had a reasonable basis.  Id. 

Here, the record demonstrates that the Peace Corps performed an 
extensive analysis of the different cost elements for each proposal.  
Specifically, the contracting officer reviewed each offeror's proposed 
labor rates, the number of labor hours and the mix of labor categories 
and concluded that the proposals in these areas were realistic and 
compatible with the required effort.  World Learning's proposed direct 
labor rates were [deleted] than CHP's because World Learning proposed 
primarily [deleted] rather than [deleted].  The contracting officer 
also reviewed the fringe benefits required by United States and 
Guatemalan law and concluded that these were appropriate under each 
proposal.  Next, the contracting officer reviewed proposed costs for 
travel, materials, supplies, communications and support services.  
While the three offerors' costs for these items were [deleted], World 
Learning's travel expenses were [deleted] because its proposed staff, 
as noted above, were [deleted] and travel was therefore [deleted].  
The contracting officer also contacted the cognizant government 
auditors to verify each offeror's proposed indirect rates.[2]  
Finally, the contracting officer considered the total proposed costs 
as one measure of cost realism; in that analysis, he concluded that 
the total costs of each proposal were realistic.    

As a preliminary matter, the protester complains that World Learning 
supplied [deleted] trainers from which it [deleted] and did not 
[deleted] trainers it intended to hire.  According to the protester, 
each offeror was required to determine how many trainers would be 
required for each training cycle and propose the specific individuals 
by position.

As noted above, the RFP does not specify the exact number of trainers 
required; rather, it requires that the offeror identify its proposed 
training staff by name, position, and vita and provide letters of 
intent.  World Learning specifically identified its proposed staff and 
had firm commitments from each proposed staff member.  The fact that 
this staff made up [deleted] for specific work does not mean that the 
RFP was ignored--this approach simply was not prohibited by the 
solicitation.   In this regard, nothing in the RFP specifically 
required offerors to [deleted] and neither CHP nor World Learning 
provided such breakdowns for all staff for the entire contract period.  
On this record, we find nothing objectionable about the manner in 
which World Leaning identified its proposed personnel.

CHP points to several components of World Learning's cost proposal as 
evidence that the agency's cost realism analysis was unreasonable.  
First, CHP argues that World Learning's proposed salaries for its two 
master trainers are [deleted].  World Learning proposed a host-country 
national for the master trainer in Guatemala at an annual salary of 
[deleted] and an American master trainer for El Salvador at a weekly 
salary of [deleted] or [deleted] per year.  According to the 
protester, based on these individuals' previous salaries, the proposed 
salaries are [deleted] because the Guatemalan national was allegedly 
earning [deleted] per month ([deleted])  in his previous job,[3] and 
CHP paid the American master trainer [deleted] per week in 1993.  

The record does not support CHP's allegations.  The resume submitted 
by World Learning for its Guatemalan national shows that he was 
earning approximately [deleted] per month or [deleted] per year from 
his previous employer.  As for the American master trainer, World 
Learning states that her [deleted] per week base salary does not 
include health, dental, retirement and disability benefits which, when 
added to her base salary, result in total compensation greater than 
what she earned from CHP.  Moreover, CHP's [deleted] salary was for a 
6-day workweek; World Learning's proposed [deleted] salary is for a 
5-day workweek.  On this record, there is no merit in CHP's allegation 
that World Learning's proposed salaries for these positions are 
unrealistic.   

CHP also alleges that World Learning has violated Guatemalan law by 
classifying some personnel as "consultants" and not including fringe 
benefits for them in its cost proposal.[4]  CHP argues that World 
Learning's alleged violation of Guatemalan law contributed to the 
agency's improper cost realism analysis.

The jurisdiction of our Office is established by the bid protest 
provisions of the Competition in Contracting Act of 1984, 31 U.S.C.  sec.  
3551-3556 (1994).  Our role in resolving bid protests is to ensure 
that the statutory requirements for full and open competition are met, 
Brown Assocs. Management Servs., Inc.--Request for Recon., B-235906.3, 
Mar. 16, 1990, 90-1 CPD  para.  299, and does not generally include a final 
determination regarding foreign employment statutes and regulations.  
Here, both the Peace Corps and the awardee argue that an employer is 
not required to pay fringe benefits to consultants under Guatemalan 
law.  In any event, we need not  resolve this issue because, even if 
fringe benefits for consultants should have been included in the 
awardee's costs, these fringe benefits, according to the protester's 
own calculations, would amount to approximately [deleted] per year.  
Because all proposals were evaluated as technically equal but World 
Learning's proposed costs were approximately $1 million lower, adding 
fringe benefits for consultants to World Learning's evaluated cost 
would not affect the award determination.

CHP next complains that the Peace Corps failed to normalize the annual 
salary escalation rates used by the offerors.[5]  In this regard, the 
record shows that CHP proposed a [deleted]-percent annual increase and 
World Learning proposed a [deleted]-percent annual escalation.  The 
protester argues that when an agency believes that labor costs will 
escalate, it should adjust cost proposals in its cost realism analysis 
to reflect the agency's reasonable projection of anticipated 
escalation in labor rates over the term of the contract and that, 
ordinarily, the same percentage multiplier or escalation rate should 
be employed in normalizing offerors' proposed labor costs. See Infotec 
Dev., Inc., B-258198 et al., Dec. 27, 1994, 95-1 CPD  para.  52.  

Here, the record shows that the agency did not normalize the rates 
because it believed that World Learning's rate was a function of 
private business decisions and salary arrangements between World 
Learning and its proposed personnel, and that the escalation of labor 
rates experienced by World Learning could differ from that experienced 
by CHP.  Although agencies are permitted to normalize the escalation 
rates applied to labor costs, there is no requirement that they do so.  
See General Research Corp., supra.  Here, in light of the 
substantially different make-up of the labor force proposed by World 
Learning, we cannot conclude that the agency's action was 
unreasonable.  In any event, the agency's failure to normalize rates 
had no prejudicial effect on the protester.  Specifically, the 
difference between World Leaning's proposed contract costs using its 
[deleted]-percent salary escalation and its contract costs using the 
protester's [deleted]-percent escalation applied to all costs 
(salaries, fringe benefits and indirect costs) amounts to less than 
[deleted].  As noted above, CHP's and World Learning's proposals were 
rated technically equal but World Learning proposed costs were nearly 
$1 million less than those of CHP.  Thus, even if the agency had 
normalized proposed escalation rates, there would have been no impact 
on the agency's source selection decision. 

CHP also contends that discussions were unequal because the Peace 
Corps discussed direct labor costs with World Learning but limited 
discussions with CHP to costs relating to travel and fees.  CHP 
contends that the agency's allegedly inadequate discussions seem 
"calculated . . . to throw CHP off the track."

In the circumstances presented, the Peace Corps did not engage in 
unequal discussions by discussing salaries and benefits with World 
Learning without discussing these specific issues with CHP.  The 
record shows that after initial cost and technical evaluations, the 
negotiations with CHP focused on its proposed travel costs and fee 
because the contracting officer considered these costs [deleted].  
Other costs were not discussed because they were consistent with CHP's 
current work effort and the salaries then being paid to CHP's proposed 
incumbent staff.  Negotiations with World Learning concentrated on 
salaries because the salaries proposed were [deleted] than those being 
paid the incumbent staff, and World Learning had not originally 
provided for any escalation.  Thus, the agency tailored its 
discussions to address the agency's specific concerns regarding each 
offeror's proposal.  Although discussions must provide offerors an 
equal opportunity to revise their proposals, discussions with each 
offeror need not be identical; rather, a procuring agency should 
tailor its discussions to each offer since the need for clarifications 
or revisions will vary with the proposals.  The Pragma Corp., B-255236 
et al., Feb. 18, 1994, 94-1 CPD  para.  124. 

Finally, the protester complains that World Learning substituted many 
of the incumbent personnel following contract award, and that these 
substitutions demonstrate that World Learning never intended to supply 
the individuals for whom it submitted resumes for evaluation.  

Offeror "bait-and-switch" practices, whereby an offeror proposes the 
use of personnel that it does not expect to use during contract 
performance, have an adverse effect on the integrity of the 
competitive procurement system and generally provide a basis for 
proposal rejection.  Unisys Corp., B-242897, June 18, 1991, 91-1 CPD  para.  
577.  This does not mean that an offeror must use the personnel it 
proposed or risk losing the contract for which it is competing in 
every case.  For example, where, as here, the offeror provides firm 
letters of commitment from the personnel proposed, but after award 
additional personnel become available, the contractor is not precluded 
from substituting such personnel where the agency has no objection to 
that substitution.  Id.

On this record, it is clear that World Learning intended to employ the 
personnel it proposed.  In this regard, World Learning provided 
individual employee resumes and letters of intent as required by the 
solicitation for each of the language and technical trainers it 
proposed.  When, however, other trainers became available because the 
incumbent contractor did not win the award,[6] World Learning elected 
to utilize some these incumbent personnel.  These facts do not suggest 
that World Learning engaged in a "bait and switch" tactic.

The protest is denied.

Comptroller General
of the United States

1. The protester also challenges the agency's technical evaluation of 
its proposal.  Specifically, CHP argues that ratings for certain 
proposed staff should have been  "excellent" rather than the "good-," 
"good," or "good+" awarded by the Peace Corps.  We have reviewed the 
record and found that CHP's arguments merely reflect its disagreement 
with the judgment of the agency's evaluators and are without merit.  

2. Because World Learning is considered an institution of higher 
education, its overhead rate is set by the Department of Health and 
Human Services under Office of Management and Budget Circular A-21.  
CHP's indirect rates were verified by the Peace Corps's Office of 
Inspector General.

3. CHP stated:  "In the course of CHP's proposal preparation, CHP 
interviewed [the Guatemalan national].  He told CHP that he was 
earning approximately [deleted] per month."

4. According to the protester, under Guatemalan law, an employer is 
responsible for paying fringe benefits for anyone who works for that 
employer for a specified period of time during the course of a year.   

5. Labor escalation provides for the increase in labor costs due to 
inflation or other usual salary increases over the life of a contract, 
and, as indicated here, is accomplished by the use of a percentage 
multiplier that is applied to proposed direct labor costs.  General 
Research Corp., 70 Comp. Gen. 279 (1991), 91-1 CPD  para.  183, aff'd, 
American Management Sys., Inc.; Department of the Army--Recon.,      
70 Comp. Gen. 510 (1991), 91-1 CPD  para.  492.

6. World Learning could not have proposed using the incumbent's 
personnel because, CHP states, "CHP required its proposed trainers, as 
a condition of submitting them with the CHP proposal, . . . not [to] 
allow their names to be submitted with any other proposal."