BNUMBER:  B-270341.2
DATE:  March 1, 1996
TITLE:  SRS Technologies

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

DECISION 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:SRS Technologies

File:     B-270341.2

Date:March 1, 1996

Alan M. Grayson, for the protester.
J. Scott Merrell, for Research Triangle Institute, an intervenor.
Terrence W. Carlson, Esq., Department of Transportation, for the 
agency.
Peter A. Iannicelli, Esq., and Michael R. Golden, Esq.,Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST
1.  Protest challenging agency's evaluation of proposals for technical 
support services is denied where the evaluation was reasonable and 
consistent with the solicitation's stated evaluation scheme.

2.  Agency conducted meaningful discussions where it reasonably led 
the protester into area of its proposal that required amplification or 
clarification.

3.  Protest that contracting agency should have disqualified the 
awardee because of organizational conflicts of interest is denied 
where the awardee certified that it did not have any conflicts of 
interest and provided a plan for reporting and mitigating  any 
potential conflicts, and the contracting officer reasonably determined 
that the awardee's mitigation plan was a good one and that the awardee 
had met its conflict of interest obligations under past contracts with 
the agency.

DECISION

SRS Technologies protests the award of a technical support services 
contract to Research Triangle Institute (RTI) by the Department of 
Transportation (DOT) pursuant to request for proposals (RFP) No. 
DTOS59-95-R-00006.  The protester alleges that the agency did not 
evaluate technical proposals and conduct a cost/technical tradeoff in 
accord with the RFP's evaluation scheme, did not hold meaningful 
discussions, and improperly accepted RTI's offer even though the firm 
has organizational conflicts of interest.  We deny the protest.[1]

Issued on March 31, 1995, the RFP solicited proposals for providing 
technical expertise to DOT's Office of Commercial Space Transportation 
(OCST) in support of its regulatory safety responsibilities in each of 
four distinct work areas as follows:  Area 1 - Enforcement, 
Investigations, and Inspections; Area 2 - Commercial Launch Sites and 
Site Operations; Area 3 - Orbital and Reentry Issues and Strategy; 
Area 4 - Launch Safety Operations Evaluation.  Offerors were allowed 
to submit proposals for any one or all of the work areas.  The RFP 
stated that contracts would be awarded to those offerors whose 
proposals represented the best value to the government, cost and other 
factors considered.  The RFP envisioned award of one or more 
cost-plus-award-fee contracts; each contract would be for a 1-year 
base period and would include options for 4 additional years.[2]  

Eleven offers were received by the May 19 closing date.  After 
evaluation of initial proposals, five were included in the competitive 
range.  Discussions were held with all competitive range offerors, and 
best and final offers (BAFO) were received and evaluated.  After 
reviewing the technical evaluations and considering the evaluated 
costs of the BAFOs, the contracting officer determined that RTI's 
highest technically rated proposal would best meet the government's 
needs even though the proposal was evaluated as highest in total cost.  
Therefore, on September 29, the contract was awarded to RTI.  The 
agency debriefed SRS on October 26, and SRS filed this protest shortly 
thereafter.

The protester contends that the evaluation of proposals was 
unreasonable.  According to the protester, the evaluation record 
contains several statements praising SRS's initial proposal regarding 
SRS's [DELETED].  SRS contends that the evaluators completely reversed 
themselves and criticized SRS's BAFO as it related to [DELETED].  
Conversely, SRS states that the evaluators considered a key weakness 
of RTI's initial proposal to be related to RTI's [DELETED].  According 
to SRS, the evaluators inexplicably reversed themselves and praised 
RTI's BAFO for demonstrating RTI's complete [DELETED].  SRS contends 
that the contracting officer's cost/technical tradeoff analysis 
necessarily was flawed because it was based upon the unreasonable 
technical evaluation.  

Our Office will question an agency's evaluation of proposals only if 
the evaluation lacks a reasonable basis or is inconsistent with the 
stated evaluation criteria for award.  See DAE Corp., Ltd., B-257185, 
Sept. 6, 1994, 94-2 CPD  para.  95.  A protester's mere disagreement with 
the agency over its technical evaluation does not establish that the 
evaluation was unreasonable.  Id.  Here, our review of the evaluation 
record (including each evaluator's handwritten notes, consensus 
reports, and the source selection document) reveals no basis to 
conclude that the evaluation was unreasonable or inconsistent with the 
RFP's criteria.

The RFP stated that proposals would be evaluated on three technical 
factors (technical approach, past performance, and personnel 
experience) and cost.  The RFP indicated that technical approach was 
the most important factor and that past performance and personnel 
experience were next in importance and were equal in weight.  The RFP 
stated that cost was also important but would be given less weight 
than the three technical factors.  The evaluation record shows that 
each evaluator gave a qualitative rating (complete with narrative 
discussion) to SRS's and RTI's proposals on each of the technical 
evaluation factors, that the evaluation team then arrived at a 
consensus rating (complete with narrative discussion) on each 
evaluation factor, and that the process was repeated for initial 
proposals and BAFOs. 

The protester has taken out of context excerpts from individual 
evaluators' narrative comments and from the evaluation team's 
consensus reports in an effort to show that the BAFO evaluations were 
radically inconsistent with the initial evaluations.  However, the 
excerpts presented by SRS do not accurately portray the overall 
evaluation of either SRS's or RTI's proposal; our review finds that 
the evaluations of initial offers and BAFOs were consistent.  

SRS points out several instances in which the evaluators listed as 
strengths 
portions of its initial proposal concerning [DELETED], but argues 
that, in 
"a complete reversal," the evaluation team criticized SRS's BAFO 
regarding [DELETED].  The record shows that the evaluators did, in 
fact, praise SRS's initial proposal on some [DELETED] areas.  For 
example, the initial consensus report stated that SRS's proposal 
"[DELETED]."  This statement and others cited by SRS were all made in 
the evaluation of the technical approach factor.[3]  In evaluating 
SRS's initial proposal as "[DELETED]" on technical approach, the 
evaluators praised, among other things, SRS's understanding of 
[DELETED].  

Contrary to SRS's assertion, the BAFO evaluation did not represent a 
reversal of the earlier praise of SRS's initial technical approach.  
In fact, the record shows that in evaluating SRS's BAFO, the 
evaluation team praised several aspects of SRS's technical approach 
and rated it as [DELETED] on that factor.  The negative statement 
cited by SRS from the BAFO consensus report was made in connection 
with the evaluation [DELETED] of SRS's [DELETED].  The evaluation team 
stated:

     "[DELETED]."  

This statement is entirely consistent with the evaluation of SRS's 
initial proposal wherein the evaluators criticized the proposal as not 
demonstrating how SRS's [DELETED].   In sum, the evaluation record 
shows that the evaluators were satisfied with SRS's technical approach 
but, [DELETED] which resulted in ratings of [DELETED] on past 
performance and experience.

Likewise, the evaluation record does not support the protester's 
assertion that the evaluation of RTI's BAFO was inconsistent with the 
evaluation of its initial proposal.  Again, SRS has selected excerpts 
from the evaluations that do not portray an accurate picture of the 
full evaluation.  SRS cites two negative comments made by individual 
evaluators when evaluating RTI on past performance.  The truth is that 
the cited criticisms were included with a host of positive comments 
made by evaluators concerning RTI's relevant past performance on a 
number of contracts, some of which were with OCST.  The positive and 
negative comments were considered by the entire team and a consensus 
rating of "[DELETED]" was given for past performance in both the 
initial and BAFO evaluations.  The positive statement cited by 
SRS--[DELETED]--as "another inexplicable reversal" was neither 
inexplicable nor a reversal of the earlier evaluation.  The statement 
was made in connection with the evaluation of RTI's technical approach 
and was consistent with the initial evaluation as evidenced by the 
fact that RTI received [DELETED] ratings for both its initial proposal 
and BAFO on the technical approach factor.

SRS has not shown and the record does not support a finding that the 
technical evaluations were unreasonable or otherwise improper.[4]  
Therefore, the protester's argument that the cost/technical tradeoff 
analysis was flawed because it was based upon unreasonable technical 
evaluations provides no basis for overturning the agency's selection 
of RTI's higher priced, more technically qualified proposal.

The protester alleges that the agency's discussions with it were not 
meaningful because the evaluators downgraded its proposal based upon 
their concern about SRS's [DELETED], but the agency did not advise SRS 
of that perceived deficiency in its initial proposal.  Therefore, SRS 
contends, it unfairly was not given an opportunity to revise its 
proposal or otherwise to allay the evaluators' concern.

For discussions to be meaningful, an agency must advise an offeror of 
the deficiencies, weaknesses or excesses in its proposal that require 
amplification or clarification to have a reasonable chance at 
receiving award.  See Gutierrez-Palmenberg, Inc., B-255797.3 et al., 
Aug. 11, 1994, 94-2 CPD  para.  158; See
DAE Corp., Ltd., supra.  Agencies, however, are not required to 
conduct all-encompassing discussions or discuss every element of a 
proposal receiving less than the maximum rating.  Id.  They need only 
lead an offeror generally into the areas of its proposal that require 
amplification.  Gutierrez-Palmenberg, Inc., supra.
  
The evaluators rated SRS's initial proposal "[DELETED]" on technical 
approach, the most important evaluation factor.  Contrary to SRS's 
assertion, the record does not show that the proposal was downgraded 
on technical approach because of SRS's approach to [DELETED].  As 
noted earlier, the evaluators actually stated that this facet of the 
proposal was [DELETED].  The evaluation panel also stated, among other 
things, that SRS had demonstrated [DELETED].  Because SRS's technical 
approach was considered acceptable, the agency properly decided that 
there was no need to conduct discussions with SRS concerning its 
technical approach essay.  See Johnson Controls World Servs. Inc., 
B-257431; B-257431.5, Oct. 5, 1994, 94-2 CPD  para.  222.  

The evaluators rated SRS's initial proposal "[DELETED]" on the past 
performance and personnel experience factors.  In evaluating past 
performance and personnel experience, the evaluators expressed concern 
that SRS's corporate and personnel experience were [DELETED].  One 
evaluator summarized the deficiency as follows: "[DELETED]."  In this 
respect, the RFP stated that offers should demonstrate how past 
performance and personnel experience were related to performing the 
required services, and the statement of work clearly emphasized that 
required services would be [DELETED].  The RFP notified offerors that 
they should explain how their corporate and employee experience would 
help them perform the required services, [DELETED]."

In our opinion, the agency's discussions with SRS were meaningful.  
After determining that SRS's initial proposal described acceptable 
corporate and employee operating experience but [DELETED] the agency 
provided SRS with two relevant written discussion items that were to 
form the basis for oral discussions and revisions/clarifications to 
SRS's BAFO.  The first discussion item was:

  "[DELETED] 

The second was:

  "[DELETED]"

These written discussion items should reasonably have led SRS into the 
very areas of its proposal that needed amplification or clarification 
(i.e., past performance and personnel experience), especially in view 
of the RFP's statement concerning the [DELETED].  It should have been 
clear to SRS that the agency was concerned about the relevance of 
SRS's [DELETED].  Having led SRS into the areas of concern, DOT did 
not have to tell SRS any more specifically what was the matter with 
its proposal.  See DAE Corp., Ltd., supra. 

The protester also contends that RTI's offer failed to disclose that 
RTI and its affiliates, employees, consultants, and subcontractors 
have contracts or relationships with firms that have contracts 
relating to space transportation with DOT or other government 
agencies.  SRS contends that under the terms of the RFP, RTI was 
required to, but did not, disclose its organizational conflicts of 
interest, and therefore DOT should have determined that RTI was 
ineligible for award.

The Federal Acquisition Regulation (FAR) contains general rules that 
prescribe limitations on contracting as the means of avoiding, 
neutralizing, or mitigating organizational conflicts of interest.  See 
FAR subpart 9.5.  The two underlying principles are preventing the 
existence of conflicting roles that might bias a contractor's 
judgment, and preventing an unfair competitive advantage.  FAR  sec.  
9.505.  Among other things, the FAR provides that contracts involving 
technical evaluations of other contractors' offers or products, or 
advisory and assistance services, generally should not be awarded to a 
contractor that would evaluate, or advise the government concerning, 
its own products or activities or those of competitors, without 
appropriate safeguards to ensure objectivity and protect the 
government's interests.  FAR  sec.  9.505-3.

The RFP required offerors to include in their proposals a statement 
certifying that no conflicts exist or disclosing any past, present, or 
planned organizational conflicts of interest; if a conflict existed, 
the offeror was to describe how it would perform the contract in an 
impartial and objective manner.  The RFP required the contracting 
officer to review the statement and, if a conflict was found to exist, 
the contracting officer could either disqualify the offeror or award 
the contract but include appropriate provisions to mitigate the 
conflict.   

RTI's proposal included a conflict of interest statement certifying 
that: (1) RTI did not have any employees, consultants, or 
subcontractors proposed for work under this contract who had any 
financial interests involving organizations regulated by DOT; and (2) 
RTI and its two proposed subcontractors had potential conflicts 
relating to possible launch site applications that might arise in the 
future.  RTI proposed a plan whereby: [DELETED].

The responsibility for determining whether potential conflicts exist 
with regard to a particular offeror or whether there is little or no 
likelihood that such conflicts exist, and to what extent the firm 
should be excluded from the competition, rests with the contracting 
officer.  See Meridian Corp., B-246330.4, Sept. 7, 1993, 93-2 CPD  para.  
129.  Our Office will examine the contracting officer's judgment to 
see if it is reasonable.  See American Sys. Corp., B-239190, Aug. 6, 
1990, 90-2 CPD  para.  109.  

Here, the contracting officer examined RTI's approach to handling any 
conflicts of interest and determined that RTI could [DELETED] where 
necessary in order to perform the required technical support services.  
Based in part upon the fact that RTI [DELETED] the contracting officer 
decided that RTI had proposed a good plan for mitigating any conflicts 
of interest that might arise during the performance of the contract.  
We see nothing unreasonable in the contracting officer's decisions in 
those regards.  SRS's disagreement with the agency provides no basis 
for overturning the agency's judgments.  Id.

The protest is denied.

Comptroller General
of the United States

1. The protester raised a host of arguments in support of these 
allegations.  We have  considered all of SRS's arguments and find no 
basis for sustaining the protest.  We will discuss only the most 
noteworthy arguments in this decision.

2. SRS's protest concerns only the award of a contract to RTI for Area 
2 - Commercial Launch Sites and Site Operations.  Therefore, unless 
otherwise 
noted, we will discuss only those procurement actions associated with 
award 
of the Area 2 contract in the remainder of this decision.

3. In order to evaluate technical approach, the RFP required offerors 
to prepare an essay stating the offeror's view and understanding of 
the issues/problems to be faced by OCST and the actions necessary for 
OCST to carry out its regulatory responsibilities.  

4. SRS also contends that the evaluation was unreasonable because its 
proposal for  Area 2 (commercial launch sites and site operations) was 
downgraded for its approach to [DELETED] but its proposal for Area 4 
(launch safety operations evaluation) was not downgraded for using a 
similar approach.  However, the record shows that the evaluators 
actually complimented this facet of SRS's proposal, stating: 
"[DELETED]."  Moreover, each of the work areas requires support 
services for different aspects of OCST's commercial launch program and 
was evaluated by a different evaluation team, and there is nothing 
unusual or improper in different evaluators having different 
perceptions of the merit of a proposed approach, especially where, as 
here, the work involves different aspects of the program.  See, for 
example, Centex Constr. Co., Inc., B-238777, June 14, 1990, 90-1 CPD  para.  
566.