BNUMBER:  B-272748; B-272748.2; B-272748.3; B-272748.4 
DATE:  October 25, 1996
TITLE:  Matter of:Science & Technology, Inc.; Madison Services, 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:Science & Technology, Inc.; Madison Services, Inc.

File:     B-272748; B-272748.2; B-272748.3; B-272748.4

Date:October 25, 1996

E. Manning Seltzer, Esq., and Mark E. Davis, Esq., Seltzer & Rosen, 
for Science & Technology, Inc., and Lynn Hawkins Patton, Esq., Ott & 
Purdy, for Madison Services, Inc., the protesters.
Nancy O. Dix, Esq., Gray Cary Ware Freidenrich, for Steinhoff & 
Sadler, Inc., an intervenor.
Major Michael J. O'Farrell and Gregory A. Lund, Esq., Department of 
the Army, for the agency.
Behn Miller, Esq., and Christine S. Melody, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1.  Protest that contracting officials misrepresented protester's past 
performance record is denied where past performance conclusions are 
reasonably supported by the record, and there is no evidence that 
contracting officials were biased against the protester or otherwise 
acted in bad faith.

2. Protest that awardee was improperly permitted to rely on 
subcontractors' experience under various technical evaluation factors 
is denied where the solicitation did not restrict offerors from 
proposing subcontractors or relying on their experience.

3.  Protest that contracting agency improperly relied on an unstated 
evaluation factor concerning offeror's phase-out approach is denied 
where the solicitation proposal preparation instructions clearly put 
offerors on notice that a detailed phase-out plan was required and 
would be evaluated under the general management evaluation factor.

4.  Protest that agency arbitrarily deducted points from second-ranked 
offeror's general management score is denied where the lower point 
score does not reflect deductions, but rather reflects what the agency 
reasonably determined was the level of quality indicated in this area 
of the offeror's proposal.

5.  Protest that awardee proposed a key employee which it was not 
authorized to propose and did not intend to hire is denied where 
record as a whole indicates that awardee reasonably believed the 
individual consented to being proposed and that the employee would go 
to work for the awardee in the event it received the contract.

6.  Protest that contracting agency performed improper price realism 
analysis is denied where:  (1) adequate price competition was 
received; (2) the agency compared offerors' proposed prices with the 
government's price estimate; and (3) awardee's proposed pricing was 
consistent with the number of employees it had proposed. 

DECISION

Science & Technologies, Inc. (Scitek) and Madison Services, Inc. 
protest the award of a contract to Steinhoff & Sadler, Inc. (SSI) 
under request for proposals (RFP) No. DABT63-95-R-0004, issued by the 
Department of the Army for all engineering and maintenance services at 
the Directorate of Engineering and Housing (DEH) at Fort Huachuca, 
Arizona.  Scitek, the incumbent--which has been performing these 
services since 1991 under a cost-plus-award-fee (CPAF) type 
contract--contends that the Army misrepresented its past performance 
history in bad faith, leading to a misevaluation of its proposal.  
Madison also contends that the agency misevaluated both the awardee's 
and its own proposal, and further alleges that SSI engaged in an 
improper "bait and switch" by proposing a key employee without proper 
authorization to use that individual's resume.

We deny the protests.

BACKGROUND

The RFP was issued as a total small business set-aside on August 18, 
1995, and contemplated the award of a fixed price contract with some 
indefinite quantity line items for a base year and 4 option years.  
Collectively, the range of DEH services being procured is analogous to 
those required to "run a small city"; under the RFP, the successful 
contractor is responsible for performing various tasks in 22 areas 
encompassing road work, construction work, facilities maintenance, 
environmental work, and supply/storage.  The RFP required price and 
technical proposals, and provided that award would be made on a "best 
value" basis.  Price was slightly less important than technical 
factors, which were identified in the RFP as:  General Management (25 
percent); Past Performance (25 percent); Technical Approach (20 
percent); Quality Control (15 percent); and Price Realism (15 
percent).[1]  Under the General Management, Technical Approach, and 
Quality Control factors, proposals were numerically scored; under the 
Past Performance and Price Realism factors, proposals were evaluated 
using high, moderate, or low risk ratings.

By the October 27 closing date, 11 proposals were received--including 
those submitted by Scitek, Madison, and SSI.  The source selection 
evaluation board (SSEB) that conducted the technical and price 
proposal evaluations was divided into five committees, corresponding 
to the five evaluation factors specified above.  Although each 
evaluation factor was evaluated separately, the record shows that 
several committees were comprised of identical staff.  Of significance 
to this protest, the General Management Committee (GMC) and Past 
Performance Committee (PPC) were comprised of the same personnel.[2]

The initial proposal evaluations (discussed in more detail below) were 
completed in early March; on April 4, the Army issued written 
discussion letters to each offeror.  After best and final offers 
(BAFO) were submitted and evaluated, the SSEB's final evaluation 
identified the top three offers as:          

Offeror:                 SSI       Madison   Scitek

General Management Score
(Maximum 250 points)     199       170       169

Technical Approach Score
(Maximum 200 points)     108       109       116

Quality Control Score
(Maximum 150 points)     86        90        90
             Total       393       369       375

Offeror:                 SSI       Madison   Scitek

Past Performance Assessment
(Low, Moderate or High Risk)Low RiskLow Risk Low Risk

Price Realism Assessment
(Low, Moderate or High Risk)Low RiskHigh RiskLow Risk

Proposed Price           $34,081,561$36,096,190$39,571,006

On June 17, 1996, after reviewing each offeror's proposal and all the 
evaluation documentation, the source selection authority (SSA) 
selected SSI for contract award since it had the highest cumulative 
technical point score (393 points); a low risk assessment for both its 
past performance and price proposal; and the lowest total price 
($34,081,561).  After attending separate debriefings, Scitek and 
Madison filed these protests.

DISCUSSION

Scitek's Allegation of Bad Faith

In the first week of November 1995, the Fort Huachuca contracting 
officer asked the Fort Huachuca contract administrator who had 
monitored Scitek's incumbent performance to complete the RFP's past 
performance questionnaire for Scitek.

Of significance to this protest, the contract administrator included 
the following information on the past performance survey form.  For 
question No. 8, regarding "the contractor's ability to solve business 
management problems without extensive guidance from the procuring 
activity," the contract administrator assigned Scitek a score of 
"between 2 [and] 3" (on a scale of 1 to 5), and under the "comments" 
portion of this question wrote:

     "[o]ld problem of paying their subcontractors/vendors; has 
     improved this rating period."

For question No. 9, which asked if there "[w]ere any changes due to 
contractor's inability to meet requirements," the contract 
administrator responded "yes" and wrote:

     "[g]overnment brought supply function back under [government] 
     control; contractor failing until [contracting officer] change[d] 
     award fee plan."

For question No. 10 of the survey, which asked whether unsatisfactory 
performance reports, cure notices, show cause notices, or terminations 
for defaults had ever been issued, the contract administrator 
indicated "yes" and wrote:

     "UIRs [Unsatisfactory Inspection Reports] & CDRs [Contractor 
     Deficiency Reports] mostly about timeliness of work (response 
     time)."

For question No. 12, which asked whether the contractor had any 
financial problems, the contract administrator indicated "yes" and 
wrote:

     "[t]here have been several complaints from vendor/subcontractors 
     of nonpayment.  Condition improved over last 3 months."

Finally, in response to question No. 16, which asked for a description 
of "[c]ontractor's strengths and weaknesses," the contract 
administrator indicated that Scitek's weakness was "[v]oucher 
preparation; finances."

The survey form also contained a blank wherein the contract 
administrator was asked to record the award fee percentages "earned 
for [the] last four quarters"; in response, the contract administrator 
listed the four quarter award fees earned by Scitek from July 1994 
through June 1995.[3]

In its protest, Scitek contends that the five questionnaire responses 
discussed above  are false and misleading.  Scitek maintains that it 
only had difficulty paying its subcontractors and suppliers in the 
early phases of contract performance--and that these difficulties 
arose only because the Army delayed reimbursing Scitek for the  
subcontractor vouchers and invoices it submitted.  Scitek also 
contends that the contract administrator's statement about the 
government's taking over the supply function is misleading because the 
transfer of this function did not result from any poor performance on 
Scitek's part, but rather was the result of an independent efficiency 
audit by the Army.  Scitek also maintains that contrary to the 
contract administrator's survey response, the firm has never received 
any UIRs or CDRs.  Finally, Scitek contends that the bad faith of the 
contract administrator is apparent because the administrator did not 
list Scitek's most recent quarter fee (July 1995 to September 1995) in 
the survey, which reflected superior performance by Scitek.

Although the record shows that Scitek received the highest rating 
possible under the past performance factor ("low risk"), Scitek 
maintains that the contract administrator's misleading past 
performance survey nevertheless prejudiced the firm's competitive 
position and evaluation since the PPC personnel also served on the 
GMC.  Scitek maintains that the contract administrator's negative past 
performance survey responses caused the GMC to improperly downgrade 
Scitek under the General Management factor; in making this argument, 
Scitek maintains that as the successfully performing incumbent, it 
should have received the highest score possible for the General 
Management factor.

Because government officials are presumed to act in good faith, we do 
not attribute unfair or prejudicial motives to them on the basis of 
mere inference or supposition.  See Lancaster & Co., B-254418, Dec. 
14, 1993, 93-2 CPD  para.  319.  Where, as here, a protester alleges bias or 
bad faith on the part of a procurement official, a protester must 
present virtually irrefutable evidence that the official directed his 
actions with the intent to injure the protester.  Information 
Resources, Inc., B-271767 et al., July 24, 1996, 96-2 CPD  para.  38; Prose, 
Inc., B-259016, Feb. 28, 1995, 95-1 CPD  para.  123.

To resolve the protester's allegations of bad faith, we held a hearing 
on the protest.  Based on testimony obtained at the hearing, as well 
as additional documents introduced by the agency during that 
proceeding, we see no basis to conclude that the contract 
administrator--or any other Army official--misrepresented Scitek's 
past performance or otherwise acted in bad faith.

First, although Scitek claims that the contract administrator 
misrepresented the firm's ability to pay subcontractors and suppliers, 
the record supports the contract administrator's remarks.  While 
Scitek maintains that any difficulties in reimbursing its 
subcontractors and suppliers resulted solely from Fort Huachuca's 
delay in reimbursing the contractor for submitted invoices and 
vouchers, the record shows that such delay resulted from the fact that 
Scitek submitted incorrect and incomplete reimbursement data.  The 
contract administrator and contracting officer testified that when 
Scitek began contract performance, the firm did not know how to 
prepare vouchers properly; the record also shows that Scitek's 
invoicing/accounting software proved to be incompatible with the 
Army's computer system, and caused several years of accounting and 
invoicing difficulties.

The contract administrator stated that Scitek continually submitted 
vouchers and invoices for unallowable costs such as dining expenses.  
Other sources corroborate the contract administrator's statements.  
For example, the record provided by an "independent" consultant--the 
SCORE Team[4]--confirms the contract administrator's and contracting 
officer's contentions.  According to the SCORE Team's contemporaneous 
notes, Scitek's first 2 years of contract performance were hampered by 
weak management, unqualified staff, and "inattention to detail and 
incompleteness of documentation."  The contract administrator's 
remarks also are confirmed by an April 1992 Defense Contract Audit 
Agency (DCAA) audit of Scitek's accounting practices, which details 
various areas of vouchering deficiencies, including an accounting 
system which did not support voucher requests, billing for costs 
before incurring them, and duplicate billings.

Moreover, the record shows that as late as March 1995, subcontractors 
were calling the Fort Huachuca contract administrator and contracting 
officer to complain about non-payment by Scitek.  If the Army was 
unfairly delaying reimbursement as alleged by the protester, Scitek 
never advised the Army of this problem; in fact, the record indicates 
that the Army consistently reimbursed the firm within 8 days of 
receiving Scitek's invoices.  Under these circumstances, we think the 
evidence in the record overwhelmingly contradicts Scitek's current 
contention that vendor/subcontractor payment problems were limited to 
the contract start-up time period or should be construed solely as the 
Army's fault; consequently, we find the contract administrator's 
survey response on this topic to be unobjectionable. 

The record also supports the contract administrator's representations 
regarding the transfer of the supply function.  Originally, Scitek was 
responsible for monitoring and purchasing all required supply 
inventory.  However, as noted above, due to vouchering and invoicing 
difficulties, Scitek began to fall behind in this function.  While the 
protester correctly notes that an Army audit report recommended 
transferring the supply function back to the agency so that the Army 
could realize significant administrative savings and take advantage of 
Arizona state tax exemptions, we think the record indicates that 
Scitek's performance difficulties provided the impetus for the timing 
of the supply function transfer.

In this regard, although Scitek contends that a September 21, 1993, 
contract modification proves that defective performance work 
specifications caused Scitek's performance difficulties by omitting 
inherited backlog estimates, this contention is not supported by the 
record.  First, despite Scitek's claim, the SCORE team's March 4, 
1992, status report concluded that:

     "Although inheritance of a previous contractor's backlogs . . . 
     caused start-up problems, lack of qualified management and delays 
     in rectifying automation problems[5] were the main contributors 
     to the cited deficiencies."

Next, the contemporaneous documentation surrounding the 1993 
modification indicates that the contract's performance work 
specifications were modified (reducing the supply/service order 
workload by 25 percent) because the Army recognized that based on 
Scitek's past performance, "the contractor [was] unable to meet the 
full requirements of the Performance Work Statement (PWS) within the 
remaining contract funds."  The contracting officer testified that in 
executing the modification, the Army was attempting to show its good 
faith towards Scitek by changing the contract document to reflect a 
requirement which the firm could successfully perform.

Scitek's contention that it never received negative performance 
reports is similarly unsupported by the record.  Despite sworn 
statements by the Scitek contract administrator (CA) and program 
manager that particular UIRs or CDRs were never received by the firm, 
at the hearing the Army produced a plethora of these documents--each 
of which was signed and dated by the Scitek CA and acknowledged with a 
"N[o]/C[omment]" notation.

Further, while Scitek contends that the Fort Huachuca contract 
administrator's failure to include the September 1995 quarter award 
fee in the past performance survey indicates bad faith, we are 
convinced by the contract administrator's testimony that the reason 
this information did not appear on the form is because it was not 
available.  The record shows that after an award fee board meets and 
evaluates a contractor's performance, the award fee recommendation is 
then forwarded to the base commander for review and ratification as a 
contract modification.  The hearing testimony indicated that the award 
fee review process is often delayed by such factors as trying to 
accommodate each award fee panel member's schedule, paperwork 
processing, and obtaining the base commander's concurrence.

In any event, we think that any positive impression which the 
September 1995 quarter award fee data would have conveyed about 
Scitek's past performance was otherwise evident from the contract 
administrator's survey form; that is, we disagree with Scitek's basic 
premise that the past performance questionnaire conveys a negative 
impression of Scitek's capabilities.  For the majority of numerical 
ratings, the contract administrator awarded Scitek a "3" 
(satisfactory) rating; for question No. 4--which required the surveyor 
to rate the "contractor's effort to provide a high quality product 
versus just meeting government minimum needs"--the contract 
administrator gave Scitek a "4" rating (good).  Next, although the 
contract administrator identified paying subcontractors as a problem, 
she also gave credit for Scitek's improvement by noting that the 
condition "has improved this rating period" and "over the last 3 
months."  The survey also conveyed other positive aspects of Scitek's 
performance.  For example, despite the above-referenced responses to 
question Nos. 8, 9, 10, 12, and 16, in the survey, the contract 
administrator indicated that Fort Huachuca was aware of several 
letters of commendation and awards "from individuals," and that Scitek 
was not an "administrative burden."[6]  Additionally, the contract 
administrator wrote that Scitek's "strengths" included a staff of 
"worker bees" and the firm's quick "response to special 
requests/emergencies."  Finally, at question No. 15, the contract 
administrator indicated that Fort Huachuca would "choose" to do 
business with Scitek "[i]f the contract was exactly like [it] is now."  
In sum, reading each of the contract administrator's responses in the 
context of the whole questionnaire, we do not think that they convey a 
negative impression of Scitek's performance.[7]

Our conclusion is borne out by the PPC's actual scoring and evaluation 
of Scitek's past performance.[8]  In this regard, the record shows 
that in order to assess each offeror's past performance risk, the PPC 
converted each response to the past performance questionnaire to a 
numerical score.  For survey question Nos. 1 through 8--which required 
responses in the range of 1 (unsatisfactory) to 5 (excellent)--the PPC 
adopted the survey respondents' numerical ratings; for the remaining 
survey questions, which required "yes" or "no" responses, the PPC 
scored all positive responses as a 5 and all negative responses as a 
1.  The point scores for all 15[9] responses were then totaled and 
averaged into a representative "composite" point score.

In Scitek's case, because the contract administrator entered a 
negative response for question Nos. 9, 10, and 12 (which required a 
"yes" or "no" response), the PPC scored Scitek with a 1 for these 
three questions.  The PPC also recorded the "between 2 [and] 3" 
response to question No. 8 as a 2.5.  However, these four "low scores" 
did not alter the generally positive tone of the contract 
administrator's survey; that is, despite the presence of three 1-point 
ratings and a 2.5-point rating, Scitek nevertheless received an 
overall score of 47.5 points for the 15 questions and an average 
"composite" rating of 3.17--which was translated by the PPC into a 
"low risk" assessment, the highest rating possible for the past 
performance factor.  Under these circumstances, the negative responses 
did not adversely affect Scitek's rating.

In making its allegations of bad faith, Scitek provided this Office 
with several supporting statements written by the firm's assigned 
Small Business Administration procurement center representative (SBA 
PCR) and the Scitek CA.  At the hearing, the Army proved that these 
witnesses' statements were unreliable.

For example, although the SBA PCR had proffered a letter in Scitek's 
behalf, at the hearing he admitted that he was not aware of the exact 
details of the case, and that he could not offer an opinion on 
"fault."  Additionally, when the Army showed that the Scitek CA had in 
fact signed the numerous IURs and CDRs which he maintained were never 
received, the Scitek CA acted surprised, and agreed that he had been 
mistaken in his testimony to the contrary.  Given the number of UIRs 
and CDRs which the record showed the Scitek CA had received and 
acknowledged (by affixing his signature and a "No/Comment" remark), we 
find the Scitek CA's subsequent claim of mistake to be disingenuous at 
best.

The credibility of the Scitek CA's written and oral testimony was 
further impeached by several "supporter" witnesses who denied the 
Scitek CA's version of events.  For example, although the Scitek CA 
claimed in one of his written statements that a DCAA auditor advised 
him that "the [Army] really gave SCITEK a hard time" and that DEH 
wanted Scitek to "have a hard time," the DCAA auditor submitted an 
affidavit in which he denied making these statements, and declared 
that "I am half quoted and misquoted in such a way that the [Scitek 
CA's] memorandum becomes deceptive."  The DCAA auditor further advised 
this Office that "Scitek's performance (accounting) was so bad that 
all the government action was justified and even required" and that 
"[e]ven if the government didn't do things so perfectly, Scitek's 
performance was so poor that, all by Scitek's self, they were creating 
huge problems of inadequacy."

Further, although the Scitek CA had purported to quote the Small and 
Disadvantaged Business Utilization Specialist (SADBUS), the SADBUS 
advised this Office by affidavit that his remarks had been grossly 
quoted out of context.  For example, although the Scitek CA stated 
that the SADBUS described a Fort Huachuca  procurement official as 
being "appalled" and having a pained expression on her face during a 
discussion of Scitek, the SADBUS explained that he told the Scitek CA 
that "the reason [she] had the unusual look was due to her illness" 
and that he "didn't use the word appalled or any other word like 
appalled because it's not a word I would normally use."

We think it clear from this record that no bad faith or ill will 
influenced the evaluation of Scitek's proposal.  In fact, we think the 
record demonstrates tenacity by the Army in its support of Scitek's 
performance.  The contract administrator testified that she taught 
Scitek how to prepare vouchers and invoices properly, and that she 
believed she had a "great relationship" with the firm.  The 
contracting officer also testified that the Army wanted to help Scitek 
become competitive, and that she had a "very good working 
relationship" with the firm.  Both the contract administrator and 
contracting officer stated that there was no institutional bias or 
animosity against the firm, and that despite continuing performance 
difficulties, they ensured that the firm's contract was annually 
renewed for each option year.

Both individuals testified that they did not discuss Scitek with any 
evaluation member or procurement official; moreover, the contract 
administrator testified that she would have preferred Scitek to 
receive this contract award--since the firm had mastered the 
accounting/invoicing system, and had been working so diligently and 
successfully in recent months.  In fact, the record shows that when 
the Scitek CA approached the contract administrator with concerns 
about how the firm's start-up performance could negatively impact its 
evaluation, the contract administrator executed a performance survey 
addendum--dated May 14, 1996--in which she pointed out the "excellent" 
recent performance by Scitek, and stated that she was "proud of 
SCITEK's improvement this past year and the way they continue to 
respond to all crisis/perceived crisis situations."

Although Scitek maintains that the GMC must have been negatively 
influenced by the contract administrator's past performance survey, 
there is not one scintilla of evidence in this record to support this 
contention.  At the hearing, the GMC chairman denied that any Fort 
Huachuca official tried to influence either the PPC's or GMC's 
evaluation; the chairman also testified that the contract 
administrator's survey played no role in the GMC evaluation.  In fact, 
the record suggests that positive impressions of Scitek--its prompt 
response time and its diligence--assisted the firm; at the hearing, 
the GMC chairman confirmed his earlier debriefing remarks wherein he 
stated:

     "I advised in all candor that an evaluator may be influenced to a 
     small degree by their actual experience with the company's 
     capabilities in making an evaluation judgment.  As I stated at 
     the debriefing, when Scitek's current program manager was 
     proposed as the follow-on manager, the words did ring true."  
     (Emphasis added.)

Since the General Management evaluation was conducted before the past 
performance evaluation, and since there is no evidence that the 
contract administrator or contracting officer in any way tried to 
influence the GMC, Scitek's allegations of bad faith are without 
merit.[10]

General Management Evaluation

The record shows that each offeror's proposal was evaluated under the 
General Management factor (worth 25 percent of the total score) 
pursuant to the following four "functional areas" or subfactors:  
General Management Principles & Applications; Related Management 
Experience; Phase-In Plan; and Phase-Out Plan.

Both Scitek and Madison protest that the General Management evaluation 
was unreasonable.  First, both protesters assert that the awardee was 
improperly credited with the experience of its proposed subcontractor 
under the Related Management Experience subfactor.  Next, both 
protesters assert that the agency improperly relied on an unstated 
evaluation subfactor--Phase-Out Plan.  Finally, both protesters 
challenge their proposals' General Management point scores as 
unreasonable; Scitek contends that its incumbent status should have 
resulted in a higher point rating while Madison maintains that its 
point score reflects an arbitrary downgrading.

Solicitations must identify all significant factors and any 
significant subfactors that will be considered in awarding the 
contract, and the evaluation of proposals must be reasonably based on 
the factors set forth in the solicitation.  FAR  sec.  15.605(d) (FAC 
90-31).  In reviewing protests concerning the evaluation of proposals, 
we will examine the agency's evaluation to ensure that it had a 
reasonable basis and was consistent with the RFP criteria.  See 
Diversified Int'l Sciences Corp., B-259925, May 10, 1995, 95-1 CPD  para.  
238.

Although the protesters contend that the Army improperly considered 
the experience of SSI's proposed subcontractor (Brown and Associates 
Management Services, Inc.) in evaluating SSI's proposal under the 
Related Management Experience subfactor, a proposed subcontractor's 
experience may be considered in evaluating an offeror's experience 
unless the RFP's evaluation plan expressly prohibits such 
consideration.  Commercial Bldg. Serv., Inc., B-237865.2; B-237865.3, 
May 16, 1990, 90-1 CPD  para.  473.  In this case, the RFP did not prohibit 
consideration of subcontractor experience and in fact specifically 
directed offerors to discuss, as part of their management proposals, 
the extent to which subcontracting would be "used to satisfy 
requirements in the solicitation."  Moreover, the record shows that 
like SSI, Madison also proposed a subcontractor for a significant 
portion of the work, and relied on it for its experience.[11]

To the extent the protesters maintain that the Phase-Out Plan 
subfactor was not enunciated in the solicitation, we are similarly 
unpersuaded.  Section L of the RFP clearly stated that "[t]he 
management proposal will be evaluated against the following 
subfactors" including "Phase-Out."  The solicitation also defined this 
subfactor as being comprised of:  "(1) Plan for Phase-out period"; and 
"(2) Approach for assistance to Government and incoming Contractor on 
Phase-out procedures."  Finally, section L explained that for the 
Phase-Out Plan subfactor, the General Management proposal was to 
include "[a] discussion of those actions, plans, and procedures 
necessary to ensure a smooth transition from one Contractor to 
another."  While "Phase-Out Plan" was inadvertently left off the list 
of subfactors in section M, we do not think offerors could reasonably 
ignore the proposal instructions regarding this subfactor in section 
L.  In reaching our conclusion, we note that both Scitek and Madison 
included a phase-out discussion in their General Management proposals.  
Under these circumstances, we think offerors were fairly apprised of 
the Phase-Out Plan subfactor.

Finally, although both protesters challenge their proposal scores as 
unreasonable, we think the record supports the GMC's analysis.  
Scitek's key complaint about its evaluation is the GMC's apparent 
failure to acknowledge the firm's incumbent status; Scitek contends 
that as the successfully performing incumbent, it should have received 
a higher related past experience score than did SSI.  However, at the 
hearing, the GMC chairman testified that the GMC did not award Scitek 
any extra credit for its incumbency because other competitors held the 
same advantage by proposing incumbent personnel.  The GMC testified 
that SSI received a higher point score than Scitek because it included 
more detail in its proposal.  We think the record supports the GMC 
chairman's testimony and the GMC's contemporaneous evaluation 
documentation.

While Scitek's General Management proposal contained statements such 
as "[o]ur managers who are incumbent personnel understand Fort 
Huachuca's mission" and made several general references to incumbency 
advantages, the SSI proposal included more description and detail as 
to how the various General Management goals and tasks would be 
accomplished by its proposed staff.  Moreover, while Scitek's proposal 
generally stated that it would use personnel "with a proven track 
record"; indicated policies of "strict work accountability"; and 
listed incumbent staff as "seasoned professionals," the SSI General 
Management Proposal included more detail and analysis.  For example, 
SSI presented a more detailed and itemized work breakdown structure 
and included a more detailed explanation and flowchart of how various 
individuals would process work product results and track response time 
and output.  Another superior aspect of SSI's proposal was a risk 
assessment/mitigation chart which listed areas of perceived work 
"risks" along with detailed explanations of how SSI's general 
management approach mitigated each noted risk.  In sum, the record 
substantiates the GMC's conclusions regarding the superiority of SSI's 
proposal.

Madison's only basis for challenging its General Management proposal 
score is the agency's failure--at the debriefing--to articulate any 
"disadvantages" in its proposal.  While Madison contends that the lack 
of articulated disadvantages demonstrates an "arbitrary" grading 
system, we think the evaluation record confirms the agency's position 
that Madison's point score under this factor--170--merely reflected 
the quality of its submission.  Our comparison of SSI's and Madison's 
General Management proposals confirms the agency's assessment that SSI 
submitted a superior management approach, for the reasons discussed 
above.  Under these circumstances, we need not consider this aspect of 
Madison's protest further.[12]

As a final matter, Madison and Scitek challenge the SSI evaluation on 
the grounds that SSI has engaged in a "bait and switch" tactic with 
regard to one of its proposed key employees.  The protesters contend 
that despite the proffer of a resume and an "oral" commitment to the 
Army in its proposal, SSI never intended to provide its proposed 
deputy project manager candidate.

"Bait and switch," as the term is used here, refers to an offeror's 
misrepresentation in its proposal of the personnel that it expects to 
use during contract performance.  BMAR & Assocs., B-252273, June 16, 
1993, 93-1 CPD  para.  465.  Where such a misrepresentation materially 
influences an agency's evaluation of an offeror's proposal, it 
undermines the integrity of the competitive procurement system and 
generally provides a basis for proposal rejection or termination of 
the contract award based upon the proposal.  Mantech Advanced Sys. 
Int'l, Inc., B-255719.2, May 11, 1994, 94-1 CPD  para.  326.

We have reviewed the testimony by the proposed key employee and the 
SSI employee who determined that the proposed employee consented to 
SSI employment in the event of award.  We are convinced that while 
there might have been a miscommunication between the proposed employee 
and SSI, SSI was not aware that it had misinterpreted the proposed 
employee's actions or words, and when it proposed this person in its 
proposal, it did so fully intending to hire and employ this 
individual.

Offerors were not required by the RFP to provide letters of 
commitment; moreover, in its proposal, SSI indicated that its basis 
for proposing the individual was a verbal commitment and further 
listed the individual's telephone number for direct contact by the 
agency.[13]  Under these circumstances, we conclude that SSI proposed 
the employee in good faith, and that no intent to "bait and switch" 
existed.  See Diversified Int'l Sciences Corp., B-259925, May 10, 
1995, 95-1 CPD  para.  238.

Price Realism Analysis

As noted above, the RFP provided that prices would be evaluated for 
reasonableness and realism.  In this regard, the RFP specified that:

     "Price analysis will be conducted to determine the reasonableness 
     of the proposed prices in the context of the management and 
     technical approach to the work.  Compliance with any applicable 
     wage rate determinations will be determined."

Madison challenges the agency's price realism evaluation on the ground 
that it unreasonably determined SSI's price to be a "low risk."  
Madison contends that SSI understated its pricing to such a degree 
that it cannot perform in accordance with the solicitation's wage rate 
determinations, and consequently should be rated "high risk" for price 
realism.

Since the risk of poor performance when a contractor is forced to 
provide services at little or no profit is a legitimate concern in 
evaluating proposals, an agency in its discretion may, as it did here, 
provide for a price realism analysis in the solicitation of 
fixed-price proposals.  The FAR provides a number of price analysis 
techniques that may be used to determine whether prices are reasonable 
and realistic, including comparison of prices received with each 
other, FAR  sec.  15.805-2(a) (FAC 90-39), and comparison of proposed 
prices with an independent government estimate.  FAR  sec.  15.805-2(e).  
The depth of an agency's price realism analysis is a matter within the 
sound exercise of the agency's discretion.  Cardinal Scientific, Inc., 
B-270309, Feb. 12, 1996, 96-1 CPD  para.  70.

In this case, the record shows that in order to assess price realism 
and reasonableness, the price evaluation committee (PEC) performed the 
following analysis.  First, the PEC forwarded each of the offeror's 
price proposals to the DCAA for review; the agency responded that each 
offeror's overhead, general and administrative cost, and profit rates 
were unobjectionable.

Next, the PEC compared each of the nine offerors'[14] contract line 
item number (CLIN) prices to those of the independent government 
estimate (IGE); the PEC also asked the technical panel to list the 
number of proposed employees so it could verify each offeror's wage 
rate compliance and price realism for the number of staff proposed.  
In response, the technical panel advised the PEC whether the 
distribution of offerors' employees per function area was realistic.  
Because SSI had proposed the lowest total price, and because its total 
number of employees was reasonably close to the IGE and verified as 
reasonable by the DCAA and realistic by the technical panel, the PEC 
determined SSI's price was realistic and reasonable.

In view of the agency's use of FAR-authorized price analysis 
techniques, and given the number of proposals submitted and the 
proximity of SSI's proposed number of employees to the IGE (as well as 
the number of employees proposed by other offerors), we have no basis 
to question the Army's determination that SSI's proposed prices were 
realistic and reasonable.[15]  See Volmar Constr., Inc., B-272188.2, 
Sept 18, 1996, 96-2 CPD  para.  119; Northern Virginia Serv. Corp., 
B-258036.2; B-258036.3, Jan. 23, 1995, 95-1 CPD  para.  36.

CONCLUSION

The RFP provided that the agency would select the best value offer 
based on a consideration of technical and price factors.  Since we 
conclude that SSI's proposal was properly ranked as the best technical 
proposal, and since SSI offered the lowest price, we conclude that the 
agency's award to SSI as the best value offeror is unobjectionable.

The protests are denied.

Comptroller General
of the United States

1. The evaluation percentage weights for each evaluation factor were 
not disclosed in the RFP but are included above for ease of reference; 
in this regard, the RFP apprised offerors of each factor's relative 
weight by stating:

            "Management and past performance are of equal importance.  
            Technical is slightly less important than management and 
            past performance.  Quality control and price realism are 
            of equal importance and slightly less important than 
            technical."

2. The Technical Approach and Quality Control committees were also 
comprised of the same personnel.

3. A CPAF contract is a cost-reimbursement contract that provides for 
payment of an  "award fee" to the contractor at stated intervals (in 
Scitek's case, every 3 months).  The amount of award fee corresponds 
to and is based on how well the contracting agency believes the 
contractor is successfully performing.   Federal Acquisition 
Regulation (FAR)  sec.  16.404-2(a).

4. In late 1991, at Scitek's request, the Army agreed to fund a 
consultant--the Scitek Contract Operations Review and Evaluation 
(SCORE) Team--to determine the basis of Scitek's performance problems.  
At the hearing, the Army and SSI maintained that the SCORE team should 
not be classified as an "independent" consultant because it was hired 
by Scitek; recorded its findings on Scitek stationery; and the SCORE 
Team leader came to work as Scitek's project manager.  Scitek 
disagreed, and maintained that because the Army funded the SCORE 
Team's evaluation, the team should be viewed as a neutral source of 
information for this protest.

5. The automation problems arose because Scitek's proposed accounting 
software did not work with the Army's computer system.  In its 1992 
report, the SCORE team recommended that a consultant assist Scitek in 
resolving its software malfunctions.

6. The PPC awarded Scitek a "5" for both of these responses.

7. During this procurement, the record shows that Scitek lost an Air 
Force contract award for similar services based in part on a September 
25, 1995, past performance survey completed by the contract 
administrator.  Although Scitek contends that the September 25 survey 
establishes a pattern of bad faith, because the September 25 survey is 
essentially identical to the questionnaire at issue in this protest, 
we will not consider this contention further.

8. In its protest, Scitek contends that the agency should have given 
it the opportunity to address the contract administrator's negative 
remarks on the past performance survey.  However, the record shows 
that these remarks had no impact on the evaluation, as Scitek received 
a "low risk" rating for this factor.

9. Question No. 16 on the past performance survey form merely asked 
for the reviewer's remarks; consequently, the PPC did not convert this 
question to a numerical rating.

10. Scitek alleges that the PPC acted in bad faith because it only 
requested one performance survey regarding Scitek--whereas several 
sources were contacted for most other contractors.  The PPC chairman 
testified that because the Fort Huachuca incumbent contract was the 
most directly relevant experience, and because the PPC awarded Scitek 
a "low risk" rating, it was not necessary to obtain past performance 
surveys from other firms.  We find this determination to be 
reasonable.

11. Relying on statements made and prepared by the Scitek CA, Madison 
also contends that its proposal was downgraded because the Army was 
biased against its proposed subcontractor--Morrison Knudsen (MK); in 
this regard, Scitek contended that a Fort Huachuca attorney had 
vehemently advised the Army not to contract with M-K.  We find this 
contention without merit.  First, as noted above, we do not believe 
the Scitek CA to be a credible witness.  Moreover, despite Madison's 
allegations of bias, the record contains evidence that the Army 
thought highly of M-K--the company that performed this contract prior 
to Scitek.  In this regard, by affidavit, the Fort Huachuca attorney 
states that he never offered any opinions about M-K, which is 
corroborated by sworn affidavits proffered by the contracting officer, 
the SSEB chairperson, and the source selection advisory council (SSAC) 
chairperson.

12. Madison also contends that the agency improperly downgraded its 
proposal under the Technical Approach evaluation factor for failing to 
provide letters of commitment.  We see no evidence in the evaluation 
documentation to support this position; moreover, the RFP did not 
require letters of commitment.  Since the agency denies downgrading 
Madison on this basis, and since the record otherwise supports the 
technical approach evaluation and shows that Madison's proposal 
received a higher score than SSI's for this factor, we will not 
consider this contention further.

13. In any event, the GMC committee chairman and the SSA have both 
advised this Office that the availability of this individual would not 
change SSI's score since this was but one of six key employees.

14. Nine of the 11 proposals received were included in the competitive 
range for discussions.

15. Madison also contends that its own price proposal was improperly 
evaluated as a high risk.  We see no reason to consider Madison's 
challenge against its own price evaluation because even if Madison's 
price was realistic and "low risk," in light of our conclusions above, 
SSI would still receive contract award--since it received the highest 
technical score, and offered the lowest price.  As such, Madison is 
not an interested party to raise this challenge.  See 4 C.F.R.  sec.  
21.0(a) (1996); ECS Composites, Inc., B-235849.2, Jan. 3, 1990, 90-1 
CPD  para.  7.