BNUMBER:  B-274318; B-274318.2; B-274318.3; B-274318.4
DATE:  December 4, 1996
TITLE:  Robbins-Gioia, Inc.

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

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:Robbins-Gioia, Inc.

File:     B-274318; B-274318.2; B-274318.3; B-274318.4

Date:December 4, 1996

Carl J. Peckinpaugh, Esq., and Eric J. Marcotte, Esq., Winston & 
Strawn, for the protester.
James J. Regan, Esq., Thomas P. Humphrey, Esq., Paul Shnitzer, Esq., 
John E. McCarthy, Jr., Esq., and Nabil Istafanous, Esq., Crowell & 
Moring, and Alice M. Crook, Esq., for Lockheed Martin Federal Systems, 
Inc., an intervenor.
Clarence D. Long III, Esq., and Jeffrey S. Titrud, Esq., Department of 
the Air Force, 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.  Admission of an in-house counsel to a General Accounting Office 
protective order was appropriate over the objection of the contracting 
agency, where the record showed that the in-house counsel did not 
participate in competitive decision-making and that there was not 
otherwise an unacceptable risk of inadvertent disclosure of protected 
information; the agency's objection that the in-house counsel reported 
to corporate officials that advise and participate in competitive 
decision-making does not itself establish that the in-house counsel 
advises or participates in competitive decision-making herself.

2.  In a negotiated procurement for information system modernization 
and integration, the contracting agency reasonably assessed the 
protester's proposed immediate implementation of a distributed object 
computing architecture as representing a moderate risk--potentially 
causing some disruption of schedule, increase in cost, or degradation 
of performance--where the agency found that protester's proposed 
architecture was based upon emerging technology that was not yet fully 
supported in the marketplace and which would entail a substantial 
amount of custom software development.

3.  Protest that the contracting agency treated the protester and the 
awardee unequally in the agency's proposal risk assessment of the two 
firms' proposed architectures is denied, where the protester proposed 
the immediate implementation of a distributed object architecture with 
a substantial amount of custom software development, which the agency 
assessed as a moderate proposal risk, while the awardee proposed the 
more mature distributed computing environment architecture, emphasized 
the use of commercial-off-the-shelf software, and promised to evolve 
into a distributed object approach, as that technology evolved, which 
the agency assessed a low proposal risk.

4.  Protest that the contracting agency did not conduct meaningful 
discussions with the protester because the agency did not specifically 
inform the protester that the agency viewed its offer to immediately 
implement a distributed object computing approach as a moderate risk 
is denied, where the agency conducted several rounds of written and 
oral discussions that identified a number of concerns with the 
protester's proposed architecture and provided the protester with 
significant opportunities to explain and support its proposed 
architectural approach.

5.  The contracting agency appropriately considered past experience 
information in its evaluation of the protester's proposal under the 
development/implementation processes evaluation factor, where that 
factor specifically provided for consideration of offerors' relevant 
experience in system engineering, customer training, and life-cycle 
management support.

6.  The contracting agency properly limited its consideration under 
the performance risk factor of the awardee's performance of major 
system procurements to procurements that the awardee itself had 
performed, as opposed to procurements performed by other divisions of 
the corporation of which the awardee was a part, where the awardee and 
the other divisions are separate entities within the parent 
corporation, and the record establishes that the other divisions will 
not be involved in the performance of the contract to be awarded.

7.  Protest that the contracting agency misevaluated the protester's 
performance risk is denied, where the agency appropriately considered 
the satisfactory and relevant performance of the protester's proposed 
subcontractors, but found that although the protester's past 
performance was satisfactory its experience was on "somewhat relevant" 
contracts, none of which was of the magnitude or complexity of the 
contract to be awarded, and the protester had no specific experience 
as a general contractor, which was the role it proposed for itself in 
this procurement.

8.  The contracting agency properly considered proposals submitted by 
the awardee and another offeror, which were a subsidiary and division, 
respectively, of a larger corporation, despite the solicitation 
prohibition against offerors' submitting more than one proposal, where 
the agency reasonably determined that the awardee and the other 
corporate division were separate business entities, and the record 
shows that the awardee did not have an unfair advantage or that the 
government's interests were prejudiced.

DECISION

Robbins-Gioia, Inc. protests the award of a contract to Lockheed 
Martin Federal Systems, Inc. (LMFS) under request for proposals (RFP) 
No. F1620-95-R-A245, issued by the Department of the Air Force for 
services supporting the agency's base level system modernization 
(BLSM) of the Global Combat Support System (GCSS).  Robbins-Gioia 
challenges the agency's evaluation of proposals and conduct of 
discussions.

We deny the protest.

BACKGROUND

The GCSS program is the second phase of an umbrella program to 
incrementally modernize Department of Defense (DOD) standard 
information systems, which, among other things, will provide a Common 
Operating Environment (COE) for each application.  These modernized 
systems will integrate existing legacy systems[1] that make up DOD's 
GCSS and migrate these systems to an open systems environment using 
the appropriate COE.  In support of this program, the RFP sought a 
total systems integration contractor to modernize, integrate, evolve, 
and maintain 26 functionally aligned Air Force standard base level 
AISs,[2] and to develop hardware and software technologies to 
establish COEs to host these modernized AISs on a variety of open 
platforms.  These 26 standard Air Force information systems, 
consisting of nearly 9 million lines of predominantly old COBOL 
software, residing on proprietary Wang and Unisys mainframe computers 
and early AT&T UNIX computers, track supply, maintenance, contracting, 
financial, logistics planning, police, bombs and ammunition, pilot 
flying hours, and cargo load planning actions at Air Force 
installations world wide.  The agency's Standard Base Supply System 
(SBSS) was identified as the first system to be modernized.

The RFP provided for the award of an indefinite delivery, indefinite 
quantity contract with fixed-price, cost reimbursable, and labor hour 
elements for a 10-year term.[3]  The stated maximum contract value was 
$1.2 billion.  Offerors were informed that other DOD agencies or 
components would be permitted under the contract to procure COE and 
other commercial-off-the-shelf (COTS) components, or AIS modernization 
tasks.  

Technical requirements were detailed in a Technical/Management 
Requirements Document, which referenced applicable specifications and 
standards for contractor performance.  Among other things, offerors 
were informed that:

     "[s]oftware should be developed only after considering 
     affordable, widely used COTS, GOTS [government-off-the-shelf], 
     NDI [nondevelopmental item] and other reusable components . . . .  
     When a procedural language is used, Ada is the preferred choice 
     for new development in support of the proposed software 
     engineering process."[4]

The RFP also provided that the Air Force would support an offeror's 
request for a waiver of the Ada requirement where the offeror proposed 
the use of a fourth generation language[5] to develop personal 
computer based applications.  Offerors were also informed that 
existing legacy systems must remain operational until replaced Air 
Force-wide, and that interfaces from legacy to modernized systems must 
be maintained until the legacy systems are phased out.

The RFP provided that the procurement would be conducted in accordance 
with the streamlined source selection procedures defined in Air Force 
Acquisition Regulation Supplement Appendix AA, Formal Source Selection 
for Major Acquisition.  Award was to be made on a best value basis, 
based upon an integrated assessment of the offerors' proposals for 
compliance with solicitation requirements and soundness of approach 
under stated specific evaluation criteria.  The following 
technical/management evaluation factors were identified:

        1.  Architecture
          Assesses the performance characteristics and the Air 
Force-wide                                                         
impact of the offeror's overall approach to satisfying the RFP 
requirements.

        2.  COEs
          Assesses the current and planned capability and robustness 
of the development and runtime COEs, based upon the technical 
capabilities described and demonstrated in an offeror's proposal.

        3.  Management
          Assesses an offeror's capability to successfully plan, 
control, and execute a large scale, complex management information 
system modernization program within cost and on schedule.

        4.  Development/Implementation Processes
          Assesses the capability of an offeror's systems engineering, 
implementation, customer training, customer support, and life-cycle 
management processes to develop, implement, and sustain modernized 
AISs on schedule, considering affordability throughout the process and 
the role of government personnel in these processes.

        5.  SBSS Application Approach
          Assesses how well the offeror's proposed COTS/GOTS/NDI 
components in conjunction with the COE and developed application 
software satisfy the stated solicitation objectives and constraints.

        6.  Software Capability Evaluation (SCE)
          Assesses an offeror's software development capabilities by 
evaluating the offeror's software process improvement plan and using 
the Software Engineering Institute's SCE.

Factors 1, 2, and 3 were stated to be of equal importance and higher 
in priority than factors 4, 5, and 6, which were of equal importance.  
Offerors were informed that
proposals would be color/adjectivally rated[6] and evaluated for 
proposal and performance risk.[7]

The RFP stated that cost/price was significantly less important than 
the technical/management evaluation factors and provided for various 
cost/price analyses to evaluate offerors' proposed costs/prices, 
including the determination of the offerors' Proposed Total Contract 
Cost (PTCC) with Present Value (PV) applied, the Government Estimate 
of Most Probable Cost (GEMPC), GEMPC with PV applied, and Cost Price 
Realism Assessment (CPRA).

Detailed proposal preparation instructions were provided that required 
the submission of six proposal volumes:  (1) Executive Summary, (2) 
Technical/Management, (3) Contract and Associated Information, (4) 
Cost/Price Proposal, (5) SCE Questionnaire and Project Profiles, and 
(6) Performance Risk Questionnaire.  For each required proposal 
volume, the RFP detailed the information required.  The RFP further 
stated:

     "An [o]fferor may submit a maximum of one fully compliant 
     proposal in response to this solicitation.  No alternate 
     proposals will be accepted.  If an [o]fferor submits more tha[n] 
     one proposal, all proposals will be returned without evaluation 
     since the [g]overnment would have no basis upon which to 
     determine which of the proposals the [o]fferor desired to have 
     evaluated.  For purposes of this solicitation, an [o]fferor is 
     defined as an individual, partnership, proprietorship, joint 
     venture, corporation, or other business entity."

The RFP also provided for a demonstration at a site to be selected by 
the offeror, at which the offeror would have the opportunity to 
clarify its proposed approach, capability, and design.  

Proposals were received from seven offerors, including Robbins-Gioia, 
Loral Federal Systems--Oswego, and Lockheed Martin Management and Data 
Systems (LMMDS).  During the procurement and prior to the submission 
of best and final offers (BAFO), Lockheed Martin Tactical Systems, 
Inc., a wholly owned subsidiary of Lockheed Martin Corporation (the 
parent corporation of LMMDS) acquired, by stock purchase, Loral 
Federal Systems--Oswego, which became a wholly owned subsidiary of 
Lockheed Martin Tactical Systems, Inc. and changed its name to LMFS.  

The Air Force provided offerors with two rounds of clarification 
requests (CR) and deficiency reports (DR), attended a demonstration 
with each offeror, and conducted face-to-face discussions.  At the 
conclusion of discussions, BAFOs were requested from the seven 
offerors.  LMFS's and Robbins-Gioia's BAFOs were evaluated as follows:

                     Adjectival/Risk Rating  
                         LMFS           Robbins-Gioia

Architecture             Blue/Low[8]    Blue/Moderate[9]
COE                      Blue/Low       Blue/Low
Management               Green/Low      Green/Low
Processes                Blue/Low       Green/Moderate
SBSS                     Green/Moderate Green/Moderate
SCE                      Blue/Low       Blue/Low

OVERALL                  Blue/Low       Blue/Moderate

Technical Performance RiskLow           Moderate

PTCC/PV                  $207.2M[10]    [DELETED]
CPRA/PV                  $201.1M        [DELETED]

Cost Performance Risk    Low            Low

As indicated, the difference in Robbins-Gioia's and LMFS's overall 
technical/management evaluation score was primarily attributable to 
Robbins-Gioia's higher risk rating under the architecture factor, to 
Robbins-Gioia's lower adjectival score and higher risk rating under 
the development/implementation processes factor, and to 
Robbins-Gioia's moderate technical performance risk.  

With regard to the architecture factor, the agency's evaluators viewed 
Robbins-Gioia's proposed software architecture, which was based upon 
an immediate implementation of a distributed object oriented solution, 
as a strong but somewhat risky approach because, in the evaluators' 
judgment, distributed object computing was still an "emerging 
technology."  LMFS, on the other hand, proposed to implement an 
architecture based on the distributed computing environment (DCE) 
model, which has been in use in commercial and federal automation 
systems since the mid-1980s, and to evolve into a distributed object 
architecture when and if it becomes a more stable and generally 
accepted standard.  

The development/implementation processes factor (for which 
Robbins-Gioia's proposal was evaluated as green/acceptable with 
moderate risk) evaluates an offeror's capability to develop, 
implement, and maintain the modernized AISs.  Robbins-Gioia proposed a 
"general contractor" approach to performing the contract effort, in 
which Robbins-Gioia would coordinate and manage subcontractors that 
would perform the contract work.  While the agency assessed as 
acceptable the subcontractors' development and implementation 
capabilities, it viewed Robbins-Gioia's lack of experience in managing 
system engineering processes as a risk.  LMFS, on the other hand, was 
determined to have a proven, strong system engineering process.

Robbins-Gioia's technical performance risk was evaluated as moderate 
because of its lack of directly relevant management and development 
experience on contracts for work of the nature or scope of GCSS.  
Although Robbins-Gioia's proposed subcontractors were found to have 
performed satisfactorily on mostly relevant work, the Air Force was 
concerned that Robbins-Gioia had not previously performed as a general 
contractor on any directly relevant contracts of equal magnitude and 
complexity as the GCSS modernization project.  LMFS's technical 
performance risk was evaluated as low.

Based upon an integrated assessment of the evaluation record, the 
source selection authority (SSA) determined, in a detailed source 
selection decision, that LMFS's proposal offered the best value to the 
government.  With regard to Robbins-Gioia's proposal, the SSA found 
that Robbins-Gioia's proposal was less desirable than LMFS's, noting 
that:

     "[while Robbins-Gioia] offer[ed] to lead the program into the 
     21st century with a solution based on emerging distributed object 
     technologies and, like LMFS, was rated blue in both Architecture 
     and COE[,] [i]t was my conclusion that [Robbins-Gioia's] approach 
     was riskier than LMFS's approach due to [Robbins-Gioia's] (1) 
     planned immediate and extensive use of emerging technologies and 
     developed software in their described architecture and (2) 
     absence of extensive prime contractor experience in implementing 
     large scale software development."

Because Robbins-Gioia's proposal was lower-rated and 
higher-cost/priced than LMFS's proposal and, in fact, represented the 
highest evaluated cost/price of the seven offers received, the SSA 
eliminated Robbins-Gioia's proposal from further consideration.  After 
consideration of the remaining lower-rated, lower-cost/priced offers, 
the SSA concluded that LMFS's superior proposal was the most 
advantageous to the government.  Award was made to LMFS and this 
protest followed.

ADMISSION TO PROTECTIVE ORDER

A protective order was issued pursuant to section 21.4 of our Bid 
Protest Regulations, 61 Fed. Reg. 39039, 39044 (1996) (to be codified 
at 4 C.F.R.  sec.  21.4), which allowed the limited release of confidential 
or source selection sensitive information to counsel and consultants 
for Robbins-Gioia and LMFS who were admitted under the protective 
order.  The Air Force objected to the admission of Ms. Alice Crook, an 
in-house attorney employed by Lockheed Martin Federal Systems, Inc., 
on the basis that Ms. Crook reports to the Vice President/General 
Counsel of Lockheed Martin Federal Systems, who is a competitive 
decision-maker.  The Air Force does not assert that Ms. Crook herself 
advised or participated in competitive decision-making, but contends 
that "too much is at stake to admit in-house counsel who directly 
report to persons who engage in competitive decision-making."  
Robbins-Gioia did not object to Ms. Crook's admission under the 
protective order.

In considering the propriety of granting or denying an applicant 
admission to a protective order, we review each application in order 
to determine whether the applicant is involved in competitive 
decision-making or there is otherwise an unacceptable risk of 
inadvertent disclosure of protected information should the applicant 
be granted access to protected material.  See McDonnell Douglas Corp., 
B-259694.2; B-259694.3, June 16, 1995, 95-2 CPD  para.  51.  Applicants are 
neither automatically admitted because they are outside counsel nor 
automatically denied access because they are in-house counsel.  
Consistent with the holding in U.S. Steel Corp. v. United States, 730 
F.2d 1465 (Fed. Cir. 1984), our Office has no per se rule in this 
regard.  Instead, in reviewing each application for admission to a 
protective order, we consider and balance a variety of factors, 
including the nature and sensitivity of the material to be protected, 
the attorney's need for the confidential information sought in order 
to adequately prepare the party's case, and whether there is 
opposition to an applicant expressing legitimate concerns that the 
attorney's admission would pose an unacceptable risk of inadvertent 
disclosure.  Magnavox Elec. Sys. Co., B-258037; B-258037.2, Dec. 8, 
1994, 94-2 CPD  para.  227; Akzo N.V. v. United States Int'l Trade Comm'n, 
808 F.2d 1471, 1484 (Fed. Cir. 1986), cert. denied, 482 U.S. 909 
(1987); cf. Mastushita Elec. Indus. Co., Ltd. v. United States, 929 
F.2d 1577 (Fed. Cir. 1991); U.S. Steel Corp. v. United States, 730 
F.2d 1465.

We admitted Ms. Crook to the protective order based upon our finding 
that Ms. Crook was not involved in competitive decision-making and 
that there was not otherwise an unacceptable risk of inadvertent 
disclosure of protected information should Ms. Crook be granted access 
to protected material.  As noted above, it was unrebutted that Ms. 
Crook herself did not participate in competitive decision-making; in 
this regard, Ms. Crook stated that she was not involved in preparing 
or approving proposals for government business.  Furthermore, Ms. 
Crook offered additional assurance by, among other things, promising 
to have access to protected information only in the offices of LMFS's 
outside counsel who were admitted to the protective order.  While it 
is true that Ms. Crook reports to Lockheed Martin Federal Systems' 
General Counsel, who advises competitive decision-makers, this alone 
did not demonstrate that there was an unacceptable risk of inadvertent 
disclosure of protected information.  Regular contact with corporate 
policy-making or competitive decision-making officials does not 
establish that an in-house counsel advises or participates in 
competitive decision-making.  Mastushita Elec. Indus. Co., Ltd. v. 
United States, 929 F.2d 1577.

DISCUSSION

Architecture

Robbins-Gioia challenges the risk assessment of its proposed software 
architecture.  Specifically, Robbins-Gioia disagrees with the Air 
Force's judgment that Robbins-Gioia's proposed distributed object 
computing architecture was "emerging" and represented a moderate risk.  
Robbins-Gioia states that it:

     "proposed a target system architecture that was based upon the 
     use of distributed object technology.  This type of architecture 
     enables the development of applications in a distributed 
     environment of client and server systems.  The open standard 
     which governs the communication among objects in a distributed 
     environment is called the Common Object Request Broker 
     Architecture (CORBA). . . .[11]  Robbins-Gioia proposed a 
     CORBA-compliant system and used the [COTS] product 'Orbix' as its 
     object request broker (ORB).  An ORB is a software device that 
     provides interoperability among applications on different 
     machines in heterogeneous distributed environments and seamlessly 
     interconnects multiple object systems."

Robbins-Gioia argues that the CORBA standard and CORBA-based products 
are well established and have, in fact, been embraced by the Defense 
Information Systems Agency (DISA)[12] and provided to the Air Force 
under other procurements.  Robbins-Gioia contends that the Air Force's 
view of the relative maturity of distributed object computing is based 
upon the agency's reliance upon out-dated literature and that more 
recent industry literature, such as The Essential Distributed Objects 
Survival Guide (1996) by Robert Orfali, Dan Harkey, and Jeri Edwards, 
"recognizes that the CORBA standard has become well-established."

In considering a challenge to a particular evaluation conclusion, 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.  A 
protester's mere disagreement with the agency's evaluation 
determination does not demonstrate that the evaluation was 
unreasonable.  Brunswick Defense, B-255764, Mar. 30, 1994, 94-1 CPD  para.  
225.

The Air Force and LMFS dispute Robbins-Gioia's view that distributed 
object computing technology and CORBA are so well established that the 
agency's assessment of Robbins-Gioia's proposed software architecture 
as representing a moderate risk was unreasonable.  The Air Force and 
intervenor note that the agency's moderate risk assessment was based 
upon more than the fact that Robbins-Gioia's distributed object 
oriented approach was based upon relatively new and emerging 
technology; the agency's evaluators were also concerned with, among 
other things, the complexity of Robbins-Gioia's approach; the lack of 
detail provided by Robbins-Gioia to establish the credibility of its 
approach; the limited amount of currently available CORBA-compliant 
COTS applications software; and the need to write a substantial amount 
of new software code, which Robbins-Gioia committed to write in Ada95, 
a third generation language (as opposed to the newer fourth generation 
language that LMFS committed itself to use).[13]  Hearing Transcript 
(TR) at 499-500, 531-532.[14]

We find that, despite Robbins-Gioia's attempts to characterize its 
proposed CORBA-based, distributed object computing architecture as 
well established, the record supports the Air Force's conclusion that 
Robbins-Gioia proposed a state-of-the-art approach that entailed some 
risk.  Robbins-Gioia proposed a modernization and migration approach 
that was based upon an immediate implementation of a distributing 
computing environment using CORBA.  This was an approach that 
Robbins-Gioia itself characterized in its proposal, during its 
demonstration, and in discussions as "state-of-the-art," "cutting 
edge," "innovative," and "90s technology."  

CORBA 2.0 (the version of the standard proposed by Robbins-Gioia) is 
relatively new, having been promulgated by the OMG in December 1994.  
As recognized in The Essential Distributed Objects Survival Guide (the 
book cited by the protester), the CORBA standard is still evolving and 
represents the "cutting edge of distributed object technology and 
client/server middleware."  Id. at 202.  Although the authors of this 
book admittedly are proponents for CORBA-based distributed computing, 
they too acknowledge that CORBA is not fully mature--for example, the 
authors note, at the time of printing, the lack of robust commercial 
ORBs suitable for mission-critical client/server environments (the 
authors predicted the introduction of robust ORBs from commercial 
vendors sometime in 1996) and the unavailability of COTS message 
oriented middleware.[15]  Id. at 63-65.  

Robbins-Gioia's chief engineer recognized that some elements of the 
CORBA standard remained undefined and that, within the industry, there 
was discussion of whether CORBA was "ready for prime time."  TR at 
371-377.  In this regard, the chief engineer admitted that CORBA 
security services such as would support the C2 level of security[16] 
required for GCSS had not yet been implemented, and that there was a 
limited amount of CORBA-compliant, COTS software currently available 
to support GCSS functional applications.  TR at 115-116, 369-370.

DISA's acceptance of the CORBA standard for DOD procurements of object 
oriented computing does not, in our view, demonstrate that 
Robbins-Gioia's proposed distributed object approach was so well 
established that it could not be characterized as "emerging 
technology" or assessed as a moderate risk.  While it is true that 
DISA has stated in the TAFIM that CORBA is the standard to be employed 
in DOD procurements of distributed object oriented computing, the 
TAFIM does not mandate the acceptance of distributed object oriented 
approaches or indicate when such approaches are acceptable; rather, 
TAFIM merely indicates that where object oriented approaches are used 
CORBA is the DOD standard.  See TR at 683 (LMFS's technical consultant 
testified that the TAFIM only indicated the use of CORBA as a standard 
when distributed object computing is used).  Moreover, although DISA 
intends to incorporate CORBA into the Defense Information 
Infrastructure COE, DISA warns that CORBA product recommendations have 
not yet been made and identifies, as issues for future resolution, 
CORBA requirements, migration, and Ada bindings.  

The emerging nature of distributed object oriented computing and the 
CORBA standard is also indicated by the lack of any evidence in the 
record of completed, large scale commercial or government projects 
that would validate the maturity of the technology.  Although 
Robbins-Gioia's proposal references several large commercial projects, 
and its protest identifies two other Air Force procurements in which 
CORBA or a CORBA-based distributed system was being acquired, none of 
these projects is close to completion and implementation.  TR at 
106-107.

The record also supports the reasonableness of the Air Force 
evaluators' other concerns with the complexity of Robbins-Gioia's 
approach and Robbins-Gioia's failure to provide sufficient details to 
establish the credibility and lack of risk of its approach.  For 
example, the lack of available CORBA-compliant COTS application 
software for Robbins-Gioia's proposed architecture and the need to 
perform custom software development, using Ada95, add complexity and 
risk to Robbins-Gioia's approach.  In this regard, the record 
establishes that Robbins-Gioia will have to do a substantial amount of 
custom applications software development, for which Robbins-Gioia will 
use Ada95, a third generation language.  TR at 148-149, 162, 170-171, 
658-659.  The Air Force's chief technical evaluator and LMFS's 
consultant testified that software development using a third 
generation language is more complex and requires significantly more 
effort than software development using a fourth generation language.  
TR at 507, 655-656, 659.  Robbins-Gioia has not shown otherwise.

In sum, we find the agency reasonably evaluated Robbins-Gioia's offer 
to immediately implement a distributed object approach.  As noted 
above, the Air Force credited Robbins-Gioia's proposal for its 
innovative, state-of-the-art distributed object architecture in 
assessing the proposal as blue/excellent under architecture.[17]  
Nevertheless, the agency was justifiably concerned that the offer of 
an emerging technology, that was not yet fully supported in the 
marketplace and that would require a substantial amount of custom 
software development, posed some potential risk of schedule 
disruption, increase in cost, or degradation of performance--that is, 
a moderate risk.  While Robbins-Gioia clearly disagrees with this risk 
assessment, its disagreement alone does not establish that the 
agency's technical judgment was unreasonable.  Brunswick Defense, 
supra.

Robbins-Gioia complains that it and LMFS were treated unequally by the 
Air Force in the evaluation of the two offerors' proposed 
architectures because LMFS also proposed the use of CORBA but received 
a low risk rating.  The record shows, however, that Robbins-Gioia and 
LMFS did not propose similar technical approaches or architectures.  
As noted above, Robbins-Gioia proposed the immediate implementation of 
CORBA-based, distributed object architecture; such an approach would 
entail a substantial amount of custom software development.  LMFS, on 
the other hand, proposed a DCE approach,[18] emphasized the use of 
COTS software, and promised to evolve into a distributed object 
approach using CORBA as that technology matured.  TR at 515-516, 
558-563, 653-658.  As even the protester's chief architect 
acknowledged, the DCE approach proposed by LMFS is more mature than 
the distributed object technology proposed by Robbins-Gioia.  TR at 
217.  LMFS's use of this more mature technology, allowed LMFS, in 
accordance with the RFP's stated preference, to offer more COTS 
software than that proposed by Robbins-Gioia under its less mature 
distributed object approach.  

[DELETED]

In sum, we find that Air Force did not treat Robbins-Gioia and LMFS 
unequally, but had a reasonable basis for its low risk assessment of 
LMFS's proposed architecture.

Robbins-Gioia also complains that the Air Force did not sufficiently 
identify its risk concerns of Robbins-Gioia's proposed architecture 
during discussions.  The Air Force and LMFS respond that Robbins-Gioia 
was reasonably apprised of the agency's concerns through a number of 
CRs that identified agency concerns with the risk presented in 
Robbins-Gioia's proposed architecture and during the demonstration and 
face-to-face discussions, in which Robbins-Gioia had the opportunity, 
in a give-and-take presentation with the agency, to establish the 
desirability of its distributed object computing approach.  The Air 
Force and LMFS also argue that the agency was not obligated, in any 
event, to specifically identify its risk assessment of Robbins-Gioia's 
proposed architecture during discussions, and the Air Force contends 
that more specific discussions with Robbins-Gioia might have resulted 
in technical leveling.

Agencies are required to conduct meaningful discussions with all 
competitive range offerors.  Price Waterhouse, B-254492.2, Feb. 16, 
1994, 94-1 CPD  para.  168.  In order for discussions to be meaningful, 
contracting officials must advise offerors of deficiencies in their 
proposals and afford offerors an opportunity to revise their proposals 
to satisfy the government's requirements.  Miltope Corp.; Aydin Corp., 
B-258554.4 et al. June 6, 1995, 95-1 CPD  para.  285.  This does not mean 
that offerors are entitled to all-encompassing discussions or that an 
agency must "spoon-feed" an offeror as to each and every item that 
must be revised, added, deleted, or otherwise addressed to improve a 
proposal; rather, an agency must only lead offerors into the areas of 
their proposals considered deficient.  SeaSpace Corp., B-252476.2, 
June 14, 1993, 93-1 CPD  para.  462.  Nor is there any requirement that an 
agency identify relative weaknesses in a proposal that is technically 
acceptable, but presents a relatively less desirable approach than 
others received.  Id.  Contracting officials must balance a number of 
competing interests in selecting matters for discussions based upon 
the facts of each procurement, see Federal Acquisition Regulation 
(FAR)  sec.  15.610 (FAC 90-31); Docusort, Inc., B-254852, Jan. 25, 1994, 
94-1 CPD  para.  38; thus, while agencies are required to conduct meaningful 
discussions, contracting officials are admonished by the FAR to not 
engage in actions that would result in technical leveling, technical 
transfusion, or auctions.  See FAR  sec.  15.610(d), (e).
 
We find here that the Air Force conducted legally sufficient 
discussions with Robbins-Gioia concerning its proposed architecture.  
It is true that the Air Force did not specifically notify 
Robbins-Gioia during discussions that the agency viewed the 
protester's proposed architecture as being based upon "emerging 
technology" or that the agency assessed the protester's architecture 
as representing a moderate proposal risk.  Nevertheless, the written 
discussions reasonably apprised Robbins-Gioia that the agency had 
numerous concerns with the risks attendant in its proposed 
architecture, including how Robbins-Gioia would provide the required 
C2 level of security; how it would perform custom software development 
with Ada95 to support its distributed object approach; how its 
architecture would be implemented on "today's hardware and software 
resources" and what hardware requirements would be associated with its 
architecture approach; what resource impacts would result from 
parallel operation of modernized AISs and legacy systems; and the lack 
of specificity provided for its SBSS solution.  In addition, the 
protester had the opportunity in its face-to-face discussions for a 
detailed back-and-forth discussion of its proposed architecture.  TR 
at 271, 289-290, 487-495.  These discussions touched upon the software 
applications Robbins-Gioia proposed to provide and clarified that 
these applications would be developed using Ada95, upon how 
Robbins-Gioia intended to satisfy the RFP security requirements, and 
upon whether Robbins-Gioia had done any modeling or simulations to 
support its proposed approach.  Id.  Under the circumstances, even 
though Robbins-Gioia was not specifically informed that the agency 
viewed its overall CORBA-based approach as somewhat risky, we find 
that taken as a whole the Air Force discussions reasonably led 
Robbins-Gioia into the areas of its proposed architecture that were of 
concern to the agency and required amplification, and should have 
reasonably informed Robbins-Gioia that its proposed architecture was 
seen as having the potential for causing schedule disruption, increase 
in cost, or degradation of performance.

Moreover, even assuming the Air Force was required to more 
specifically identify its risk assessment of Robbins-Gioia's proposed 
architecture to the protester, Robbins-Gioia was not prejudiced by the 
agency's failure to do so.  The record is clear that if Robbins-Gioia 
had been informed during discussions that its proposed architectural 
approach was considered excellent but moderate risk, the protester 
would then have attempted to persuade the agency that its distributed 
object approach was not risky.[19]  TR at 380-381.  Furthermore, 
despite numerous lengthy submissions disagreeing with the agency's 
risk assessment of its proposed architecture, Robbins-Gioia has yet to 
demonstrate that its offered approach was not reasonably assessed to 
be a moderate risk; thus, we find no possibility that Robbins-Gioia 
could have offered additional information or argument that would have 
improved the competitive standing of its proposal in response to 
additional discussions.  See Microeconomic Applications, Inc., 
B-258633.2, Feb. 14, 1995, 95-1 CPD  para.  82.  

Development/Implementation Processes

Robbins-Gioia also challenges the Air Force's assessment of its 
proposal as moderate risk under the development/implementation 
processes factor.  Specifically, Robbins-Gioia argues that the agency 
unreasonably considered past performance information--that is, that 
Robbins-Gioia had no directly relevant past experience supporting its 
general contractor approach--in its assessment of Robbins-Gioia's 
proposal risk under this factor.

The RFP provided that the evaluation of the development/implementation 
processes factor would be based on an assessment "of the effective and 
credible processes and approach as described and demonstrated in the 
[o]fferor's proposal" for systems engineering, customer training, and 
life-cycle management support.  "Effective and credible process" is 
defined by the RFP as:

     "an engineering, administrative, or managerial process currently 
     in use that is measured, continuously improved and proven to 
     produce a desired result."  [Emphasis added.]

In this regard, the RFP instructed offerors that:

     "As a minimum, the [o]fferor shall describe their effective and 
     credible processes, approach, and relevant experience. . . ."  
     [Emphasis added.]

While it is true, as noted by the protester, that Robbins-Gioia's 
proposal was evaluated as containing a number of strengths under the 
development/implementation processes factor, these evaluated strengths 
were attributable to the development and implementation capabilities 
demonstrated by Robbins-Gioia's proposed subcontractors.  
Robbins-Gioia has not attempted to rebut the Air Force's view that 
Robbins-Gioia had limited systems engineering experience and lacked 
experience overseeing these processes as a general contractor.  
Accordingly, we conclude that the agency had a reasonable basis for 
its determination that Robbins-Gioia's limited relevant experience and 
lack of experience overseeing systems engineering processes could 
potentially cause some disruption in schedule, increase in cost, or 
degradation of performance, despite the strengths offered by 
Robbins-Gioia's subcontractors.

Performance Risk

Robbins-Gioia also protests the Air Force's assessment of LMFS's 
performance risk as low.  Specifically, Robbins-Gioia argues that the 
agency did not assess LMFS's allegedly poor past performance on three 
large programs:  the Department of the Army's Sustaining Base 
Information System (SBIS); the Federal Aviation Administration's (FAA) 
Advanced Automation System (AAS); and DOD's Defense Message System 
(DMS).  Robbins-Gioia asserts that LMFS's performance risk should have 
been assessed as high.

The Air Force and LMFS respond that only one of these three programs 
(the SBIS program) was performed by the LMFS division (LMFS-Oswego, 
New York) that will be performing the GCSS contract and that, pursuant 
to the RFP, only LMFS's performance of the SBIS program, as well as 
its performance under other relevant contracts, was evaluated.  The 
Air Force and LMFS state that the contract for the DMS program was 
awarded to and performed by LMFS-Manassas, Virginia, and the contract 
for the AAS program was awarded to and performed by LMFS-Rockville, 
Maryland.  LMFS-Manassas and LMFS-Rockville are separate divisions 
within LMFS, which will have nothing to do with LMFS-Oswego's 
performance of the GCSS contract.  The agency also states that it 
assessed LMFS-Oswego's performance of SBIS as low risk after 
considering the comments of both Army contracting officials and LMFS, 
which explained that 75 percent of the problems that occurred during 
contract performance of this program were the responsibility of the 
government.

The RFP required offerors to complete a performance risk questionnaire 
to aid the Air Force in its evaluation of the offerors' performance 
risk, which was stated to measure the probability of an offeror's 
successful performance based on the offeror's demonstrated past and 
present experience.  Offerors were instructed to:

     "complete the Performance Risk Questionnaire attachment for all 
     active or completed contracts executed within the last 3 years 
     that the [o]fferor considers relevant in demonstrating its 
     ability to perform the proposed effort. . . .  This information 
     may include data on efforts performed by other divisions, 
     corporate management, critical subcontractors, or teaming 
     contractors, if such resources will be used or significantly 
     influence the performance of the proposed effort. . . .  The 
     [o]fferor shall not include performance data from other divisions 
     or corporate management entities not planned for direct 
     involvement during the execution of the GCSS-AF (BLSM II) 
     program."  [Emphasis added.]

We find from this record that the Air Force's determination to not 
consider LMFS's (then, Loral's) performance under the AAS and DMS 
programs was reasonably based.  First, the record shows that LMFS, 
which is incorporated in the State of Delaware, consists of number of 
separate offices, each of which is headed by a separate president, 
vice-presidents, and general counsel, and that LMFS-Oswego, 
LMFS-Manassas, and LMFS-Rockville function as separate operating 
units, receiving and performing their own contracts.  This fact was 
recognized in the Name Change Agreement, executed on July 1, 1996, by 
Lockheed Martin Corporation and the Defense Contract Management Center 
that assigned individual Commercial and Government Entity Codes for 
each of these LMFS offices.

The record also shows that LMFS-Manassas and LMFS-Rockville will not 
be involved in performance of the GCSS contract.  In this regard, the 
RFP required offerors to propose labor rates in given labor categories 
for all prime and subcontractor organizations the offeror planned to 
use in contract performance.  LMFS's cost/price proposal identified no 
hours for the LMFS-Manassas and LMFS-Rockville offices.  Because 
LMFS-Manassas and LMFS-Rockville have no planned direct involvement in 
the performance of the GCSS contract, the Air Force reasonably did not 
evaluate these divisions' prior performance experience, consistent 
with the RFP's instructions.[20]  

We also find reasonable the Air Force's low risk assessment of LMFS's 
past performance on the SBIS program.  In accordance with the RFP 
instructions, LMFS disclosed its performance of and problems under the 
SBIS program--which involved a large scale modernization of the Army's 
legacy combat support systems.  In response to discussions concerning 
its performance of the SBIS contract, LMFS informed the Air Force that 
its schedule slippage and over-budget situation were related to 
significant increases and changes in the government's requirements.  
The Air Force contacted Army officials involved in the SBIS program, 
including the SBIS program managers and contracting officer.  Based 
upon discussions with these Army officials, the Air Force determined 
that 75 percent of LMFS's performance problems and cost overruns under 
the SBIS program were attributable to the government and not LMFS.  
From the information the Air Force received from various contract 
respondents, including Army SBIS officials, the agency determined that 
LMFS was a "strong engineering software company" whose past record 
indicated its capability to provide an acceptable product for the GCSS 
program.  Robbins-Gioia has not shown this assessment to be 
unreasonable.

Robbins-Gioia also challenges the Air Force's assessment of 
Robbins-Gioia's performance risk as moderate risk, arguing that the 
agency did not evaluate the experience offered by Robbins-Gioia's 
subcontractors or properly consider Robbins-Gioia's own experience.  
Robbins-Gioia's arguments are refuted by the record.  The agency's 
performance risk evaluation documentation, including the Performance 
Risk Analysis Group Final Report, shows that the Air Force did 
consider Robbins-Gioia's and its subcontractors' experience in 
assessing Robbins-Gioia's proposal under this factor.  Robbins-Gioia's 
subcontractors' performance risk was assessed as low risk, on the 
basis of the subcontractors' successful performance of contracts that 
were judged to be relevant and very relevant.  Robbins-Gioia's 
performance risk was judged to be moderate risk because although 
Robbins-Gioia's performance was found to be satisfactory, its 
experience was on "somewhat relevant" contracts, none of which were of 
the magnitude or complexity of the GCSS contract, and Robbins-Gioia 
had no specific experience as a general contractor (although, as a 
subcontractor, it had performed "program control-like" tasks).

Multiple Proposals

Robbins-Gioia also protests that LMFS's and LMMDS's proposals should 
have been rejected because the RFP prohibited the submission of more 
than one proposal by an offeror.  Robbins-Gioia argues that the 
submission of proposals by LMFS and LMMDS, which are a subsidiary and 
division, respectively, of Lockheed Martin Corporation, was tantamount 
to receiving multiple proposals from Lockheed Martin.  (Robbins-Gioia 
states, however, that it "is not alleging collusion" between LMFS and 
LMMDS.)

The Air Force and LMFS respond that LMFS and LMMDS are separate 
corporate entities.  The record shows that LMFS is a Delaware 
corporation, whose stock is owned by Lockheed Martin Tactical Systems, 
Inc., a New York corporation, which is wholly owned by Lockheed Martin 
Corporation, a Maryland corporation, and that LMMDS is a separate 
operating division within Lockheed Martin Corporation.  The agency and 
intervenor state that while the operative RFP provision limited each 
offeror to one proposal, it defined an offeror broadly as "an 
individual, partnership, proprietorship, joint venture, corporation, 
or other business entity," and that under this definition, LMFS and 
LMMDS are separate "business entities" entitled to submit their own 
proposals.  The Air Force and intervenor also state that LMFS and 
LMMDS prepared their proposals on an independent basis, sharing no 
proposal information with each other.

We agree with the Air Force and LMFS that the RFP did not prohibit the 
submission of independent offers by affiliated offerors, such as LMFS 
and LMMDS.  As a general rule, contracting agencies may accept bids 
and offers from affiliated firms, unless doing so would be prejudicial 
to the interests of the government or would give the affiliated 
offerors an unfair advantage over other offerors.  District Moving & 
Storage, Inc; Guardian Storage, Inc.; and Quality Transp. Servs., 
Inc., B-272070, Aug. 9, 1996, 96-2 CPD  para.  60.  Here, the plain language 
of the RFP permits the submission of separate proposals by separate 
business entities, which could reasonably be said to include separate 
corporate subsidiaries or divisions that operate as individual, 
autonomous business units.  Moreover, Robbins-Gioia has not shown that 
LMFS or LMMDS had an unfair advantage, or that the Air Force's 
acceptance of proposals from LMFS and LMMDS was prejudicial to the 
interests of the government.

The protest is denied.[21]

Comptroller General
of the United States

1. A "legacy system" is defined by the RFP as "[e]xisting operational 
information systems maintained and modified using software engineering 
techniques and methods on [COEs] that pre-date the GCSS-AF (BLSM II) 
COE and respective Automated Information Systems (AIS) to be 
modernized."

2. The RFP defined an AIS to be an "[a]ggregation of software, control 
language, data structures, and user interface that support a 
functional activity."

3. Maintenance services could be ordered for 15 years.

4. Ada is a standard high-level programming language specified by the 
DOD. 

5. Fourth generation languages are specifically designed to manipulate 
data records in certain kinds of databases using English-like or 
natural language statements.  

6. Proposals could be evaluated under each evaluation factor as 
either:  blue/excellent; green/acceptable; yellow/marginal; or 
red/unacceptable.

7. The RFP provided that "proposal risk" would assess the risk 
associated with the offeror's approach as it relates to accomplishing 
the requirements of the solicitation, and that "performance risk" 
would assess the probability of the offeror successfully accomplishing 
the proposed effort based upon the offeror's demonstrated present and 
past performance.  Risk was assessed as either low, moderate, or high.

8."Low risk" was defined by the RFP as:

            "Has little potential to cause disruption of schedule, 
            increase in cost, or degradation of performance.  Normal 
            [o]fferor effort and normal [g]overnment monitoring will 
            probably be able to overcome difficulties."

9."Moderate risk" was defined by the RFP as:

            "Can potentially cause some disruption of schedule, 
            increase in cost, or degradation of performance.  However, 
            special [o]fferor emphasis and close [g]overnment 
            monitoring will probably be able to overcome 
            difficulties."

10."M" means a million.

11. CORBA is a standard for distributed object computing that was 
developed by the Object Management Group (OMG), a consortium including 
information system vendors, software developers, and end users.  
Founded in 1989, the OMG promotes the theory and practice of object 
oriented technology in software development.  The CORBA: Architecture 
and Specification, Revision 2.0, July 1995, can be viewed on Internet 
at http://www.omg.org/corba2.

12. DISA is responsible for information technology within the DOD and 
publishes the Technical Architecture Framework for Information 
Management (TAFIM) to guide the development of architectures that 
satisfy requirements across missions, functional areas, and functional 
activities.  The TAFIM can be accessed at DISA's website on the 
Internet at http://www.itsi.disa.mil/cfs/tafim.html.

13. Ada was only extended to support object oriented approaches in 
1995.

14. A hearing was conducted to elicit testimony from the agency's 
chief technical evaluator, Robbins-Gioia's chief engineer, 
Robbins-Gioia's chief architect, and Robbins-Gioia's and LMFS's 
technical consultants, concerning the agency's evaluation of the 
firms' proposed software architectures and the agency's conduct of 
discussions.

15. Message oriented middleware provides for asynchronous message 
queues on clients and servers, allowing clients and servers to 
function at their own designated times and speeds without necessarily 
being simultaneously active.

16. The RFP required security solutions to prevent unauthorized 
alteration of, or access to, information processed by each modernized 
system.  A C2 level of security, as defined by DOD in its Trusted 
Computer System Evaluation Criteria, DOD Publication No. 
CSC-STD-001-83, provides both discretionary (need-to-know) protection 
and controlled access.

17. The Air Force considered Robbins-Gioia CORBA-based approach to be 
the "distinguishing feature of [its] proposal" and "very exciting and 
where the field was going."  TR at 463, 476, 496.

18. Robbins-Gioia also complained that the Air Force did not consider 
Robbins-Gioia's offer to use DCE in conjunction with the protester's 
distributed object computing approach.  The record shows that the 
agency did reasonably assess this aspect of Robbins-Gioia's proposal, 
but correctly noted that Robbins-Gioia's approach was primarily based 
upon an immediate implementation of a CORBA-based, distributed object 
computing model.

19. The protester asserts that if it had been unable to convince the 
Air Force that its proposed architectural approach was not a moderate 
risk, it would have radically altered its approach.  We find it 
implausible on this record that the protester would have radically 
altered its proposed approach, for which it was evaluated to be 
blue/excellent, merely because the agency was concerned that its 
approach entailed some potential risk.  Not only would such a change 
in the protester's technical approach entail significant proposal 
revision, but Robbins-Gioia's chief architect testified that he would 
resign prior to being associated with an approach that was not based 
upon distributed object computing and CORBA.  TR at 252-253.

20. In its comments, Robbins-Gioia also asserted that LMFS poorly 
performed the Global Transportation Network (GTN) program.  This 
program was not identified by Robbins-Gioia in its protest as a basis 
for its challenge to the Air Force's assessment of LMFS's past 
performance.  Our Bid Protest Regulations do not contemplate the 
unwarranted piecemeal presentation of protests issues.  Armstrong 
Motorcycles Ltd., B-238436; B-238436.2, June 5, 1990, 90-1 CPD  para.  531.  
In any event, the record establishes that the GTN program was not 
performed by LMFS-Oswego and therefore was appropriately not 
considered by the Air Force in its assessment of LMFS's performance 
risk.

21. Robbins-Gioia also protested a number of other aspects of this 
procurement, including the agency's evaluation of Robbins-Gioia's and 
LMFS's proposed cost/price.  Because the agency responded in detail in 
its report to each of Robbins-Gioia's protest allegations, and Robbins 
did not address the agency's response to these allegations in its 
comments, we find these other protest allegations have been abandoned.  
TM Sys., Inc., B-228220, Dec. 10, 1987, 87-2 CPD  para.  573.