BNUMBER:  B-274698.2; B-274698.3
DATE:  January 23, 1997
TITLE:  PRC, 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:PRC, Inc.

File:     B-274698.2; B-274698.3

Date:January 23, 1997

L. James D'Agostino, Esq., Timothy B. Harris, Esq., and William B. 
Fisher, Esq., Wickwire Gavin, for the protester.
Stuart Young, Esq., DynCorp for TESCO, an intervenor.
Vera Meza, Esq., and Phillip A. Weaver, Esq., the Department of the 
Army, for the agency.
Henry J. Gorczycki, Esq., and James A. Spangenberg, Esq., Office of 
the General Counsel, GAO, participated in the preparation of the 
decision.

DIGEST

1.  Award to lower-rated, lower-cost offeror is unobjectionable where, 
although the solicitation emphasized technical factors over cost, the 
agency reasonably determined that there was no substantive difference 
between the proposals that warranted the additional cost of the 
higher-rated proposal.

2.  Protest alleging unfair competitive advantage accruing to an 
offeror as a result of employing the retired commanding officer of an 
organization which included the procuring activity is denied where the 
record does not show that this individual accessed competitively 
useful inside information.

DECISION

PRC, Inc. protests an award to TESCO, a joint venture,[1] under 
request for proposals (RFP) No. DATM01-95-R-0019, issued by the U.S. 
Army Materiel Command (AMC), Operational Test and Evaluation Command 
(OPTEC) Contracting Activity, for test support services required by 
the Test and Evaluation Command (TEXCOM), Fort Hood, Texas.  PRC 
protests the reasonableness of the evaluation and source selection 
decision, and that TESCO obtained an unfair competitive advantage 
through its employment of an Army procurement official.

We deny the protest.

BACKGROUND

The RFP, issued on November 9, 1995, contemplated the award of a 
cost-plus-award-fee contract for 1 year with 3 option years.  The RFP 
stated a best value basis for award with the following evaluation 
factors listed in descending order of importance:  technical, 
management, past performance, and cost.  The technical and management 
factors, which were to be rated both adjectivally and with numerical 
scores, contained numerous stated subfactors and sub-subfactors with 
their relative importance.  Past performance was to be rated 
adjectivally and with a performance risk assessment.  Cost was not to 
be point scored, but was to be evaluated by a cost realism analysis 
and a most probable cost (MPC) estimation.

The agency received proposals from three offerors, including PRC and 
TESCO--the incumbent contractor--by the February 4, 1996, due date.  
The proposals were evaluated, discussions conducted with all three 
offerors, and best and final offers (BAFO) requested.  All three 
offerors submitted BAFOs which the agency evaluated as follows:

               PRC              TESCO          Offeror A

Technical      93--Excellent    92--Excellent  89--Good

Management     87--Good         83--Good       85--Good

Combined       90.6--Excellent  88.4--Good     87.4--Good

Past PerformanceSuperior
               Low Risk         Good
                                Low Risk       Good
                                               Low Risk

Proposed Cost  $67,881,347      $66,455,607    $66,310,264

Total MPC      $69,706,454      $67,264,257    $67,289,092
The following numerical and adjectival rating scale was stated in the 
source selection plan (SSP), which was not disclosed to offerors prior 
to these protests:  excellent 90-100; good 80-89; marginal 70-79; and 
unacceptable 1-69.[2]

There were separate evaluation committees for each factor.  The 
evaluators on both the technical committee and management committee 
individually assigned adjectival ratings to each proposal for every 
evaluation criterion beginning at the sub-subfactor level and working 
up through the subfactors to the overall technical or management 
factor rating.  They followed the same process for assigning numeric 
scores, except they started assigning point scores at the subfactor 
level.  Additionally, each evaluator provided narrative comments 
describing any advantages, disadvantages, or deficiencies which that 
evaluator determined to exist in a proposal.[3]  

The evaluators within each committee then met as a group and, using 
this same general format, assigned consensus ratings, scores, and 
narrative comments to each proposal.  The consensus narrative comments 
for each committee specifically stated the benefit or impact to the 
government associated with each evaluated advantage or disadvantage 
and, where a specific advantage was considered to be an innovation, 
the narrative so stated.  

These consensus ratings, scores, and narratives, along with the 
results of the past performance and cost evaluations, were submitted 
to the source selection evaluation board (SSEB), which included the 
chairmen of each evaluation committee.  The SSEB Chairman prepared the 
final evaluation report.  The report was submitted to the source 
selection advisory council (SSAC) and then to the source selection 
authority (SSA).

The final evaluation report essentially summarized with some revisions 
the consensus evaluations of the committees.  The report described the 
evaluation findings for each subfactor under the technical and 
management factors for each proposal and separately described the 
advantages/benefits which the committee consensuses had identified, 
particularly those identified as innovations.  The report identified 
two innovations each for PRC's and TESCO's proposals.  The report then 
compared the evaluation findings for all three proposals and 
recommended TESCO's proposal for award.  Although the report 
acknowledged that PRC received the highest evaluation ratings, it 
stated that none of PRC's "significant innovations, methodologies or 
advantages" warranted the additional cost of that proposal.  The 
report further compared the proposals of TESCO and the third offeror 
and determined that TESCO not only had a higher rating for 
approximately the same price, but also offered innovations of greater 
value than this third proposal.

The SSA reviewed the final evaluation report and accepted its 
recommendation.  The SSA's source selection decision document stated 
the following rationale for not selecting PRC:

     "PRC had the highest rated proposal in all areas and highest 
     overall scores.  However, there was nothing so exceptional in 
     their proposal that warranted paying $2.4 [million] in additional 
     costs.  Therefore, PRC, despite its technical merit, does not 
     represent the best value to the government."

The SSA's decision document then compared the proposals of TESCO and 
the third offeror, particularly their evaluation ratings and 
identified innovations, and stated that TESCO's proposal represented 
the best value to the government.  On September 27, the agency awarded 
the contract to TESCO.  This protest followed.

PRC's protest allegations are numerous and fall into two general 
categories.  The first category involves allegations that the 
evaluations and source selection decision were unreasonable and 
improper.  The second category concerns the allegation that TESCO 
gained an unfair competitive advantage as a result of employing the 
retired commanding officer of OPTEC.

PROPOSAL EVALUATION ISSUES

PRC first contends that the evaluation scores on which the source 
selection was based were not supported by adequate documentation.

In reviewing an agency's evaluation of proposals and source selection 
decision, our review is confined to a determination of whether the 
agency acted reasonably and consistent with the stated evaluation 
factors.  Main Bldg. Maintenance, Inc., B-260945.4, Sept. 29, 1995, 
95-2 CPD  para.  214.  An agency's evaluation of proposals and source 
selection decision should be documented in sufficient detail to allow 
for the review of the merits of a protest.  Southwest Marine, Inc.; 
American Sys. Eng'g Corp., B-265865.3; B-265865.4, Jan. 23, 1996, 96-1 
CPD  para.  56.  An agency which fails to adequately document its evaluation 
of proposals or source selection decision bears the risk that its 
determinations will be considered unsupported and, absent such 
support, our Office may be unable to determine whether the agency had 
a reasonable basis for its determinations.  Engineering and 
Computation, Inc., B-261658, Oct. 16, 1995, 95-2 CPD  para.  176; U.S. 
Defense Sys., Inc., B-245563, Jan. 17, 1992, 92-1 CPD  para.  89; American 
President Lines, Ltd., B-236834.3, July 20, 1990, 90-2 CPD  para.  53.  That 
is not to say to that our Office, in determining the reasonableness of 
an agency's evaluation and award decision, limits its review to the 
contemporaneous evaluation and source selection documentation.  
Rather, we will consider, in addition to the contemporaneous 
documentation, all information provided to our Office for 
consideration during the protest, including the parties' arguments and 
explanations and testimony elicited at a hearing.  Southwest Marine, 
Inc.; American Sys. Eng'g Corp., supra.  In considering the entire 
record, we accord greater weight to contemporaneous evaluation and 
source selection material than to the parties' later explanations, 
arguments, and testimony.  Id.; DynCorp, 71 Comp. Gen. 129 (1991), 
91-2 CPD  para.  575.

Here, the evaluators' worksheets provided numerical scores for the 
technical and management factors and subfactors, as well as adjectival 
ratings for the factors, subfactors, and sub-subfactors.  Although 
some narrative comments were provided for the sub-subfactor level to 
explain the bases for the ratings assigned, many of the sub-subfactors 
which received ratings in the good range had no supporting narrative 
comments.  The chairmen of the management and technical committees 
testified that this meant that the proposal was at least minimally 
acceptable under the respective criterion with no notable advantages 
or disadvantages.  Hearing Transcript (Tr.) at 21-22, 63, 65, 245-246.  
This explanation is consistent with the definitions for ratings stated 
in the SSP and the evaluator workbooks under which a "good" rating 
indicated that all minimum requirements were met, a "marginal" rating 
indicated that deficiencies were found, and an "excellent" rating 
indicated that all requirements were met and that advantages clearly 
outweighed disadvantages.[4]  In other words, without any narrative 
comments noting deficiencies or advantages, a rating of "good" 
reasonably evidences that the evaluators determined the proposal to be 
at least minimally acceptable.[5]  Here, although protester's counsel 
had access to all of the proposals and evaluation documentation under 
a protective order issued by our Office, PRC has not identified a 
single example where a proposal rated "good" without corresponding 
comments was not at least minimally acceptable, and thus it has not 
shown that the ratings assigned were not warranted.  
There are also evaluation criteria stated in the RFP under the 
technical sub-subfactors, for which the technical committee did not 
provide adjectival ratings.  PRC alleges that this demonstrates that 
these criteria were not evaluated as contemplated by the RFP.  The 
technical chairman, referencing the SSP, identified these criteria as 
technical sub-subfactors or elements of the technical sub-subfactors.  
Tr. at 232-243.  He stated that although all of these elements were 
evaluated, no ratings or scores were assigned, but if notable 
advantages or disadvantages were found during the evaluation of these 
elements, they were recorded in the evaluators' narrative comments.  
Tr. at 241-246.  In this case, all of the technical sub-subfactors 
with subordinate elements were rated at least "good".  Here also, PRC 
has not identified any aspects of any proposal which would be 
inconsistent with the chairman's explanation of the evaluation and the 
corresponding evaluation ratings.

PRC also alleges that the narrative comments only document advantages 
and disadvantages, which are respectively defined in the SSP as 
elements of a proposal which increase or decease the proposal's value 
to the government.  PRC thus alleges that the evaluations failed to 
consider or document strengths or weaknesses in proposals which might 
further differentiate proposals but not necessarily increase or 
decrease their value.

The SSP instructs evaluators to document advantages, disadvantages, 
and deficiencies in their narrative comments and this is all that the 
evaluators addressed in their written comments.  Tr. at 66, 109-110, 
245-247.  Thus, the protester's contention that strengths and 
weaknesses not determined to be advantages or disadvantages were not 
documented is essentially correct.  Tr. at 66-67, 107-111.  
Nevertheless, the evaluators did consider all aspects of the proposals 
in their evaluations.  Tr. at 111-113, 245-247.  PRC has not 
identified any examples of strengths or weaknesses in a proposal, 
which were not documented but reasonably would be considered 
significant discriminators between the proposals.  

PRC thus has failed to show that the evaluation scores or ratings are 
unreasonable as a result of inadequate documentation.  

Second, PRC contends that the evaluation was otherwise unreasonable in 
numerous respects. For example, PRC alleges that the SSEB chairman, in 
the final evaluation report, unreasonably represented the degree of 
risks in TESCO's BAFO as evaluated by the management committee.  In 
this regard, the management committee's consensus narrative summary 
stated the following with regard to TESCO's BAFO:

     "(1) General Management:  . . . The offeror's proposal describes 
     the use of a 'Leveraged Workforce,' [TSC Information Management 
     System] TIMS, [DELETED], inclusion of poorly or unsubstantiated 
     claims of innovation, leading to cost avoidance and personnel 
     reductions [which] has made it almost impossible to 
     access/evaluate if the resourcing data is accurate or reasonable.  
     The ambiguous nature of most of this offeror's proposal makes 
     difficult reading.
        IMPACT:  Significant risk of mission accomplishment.  The main 
     theme seems to be:  'Trust me, I've done this before.'  But, the 
     offeror fails to be specific in either methodology or details 
     pertaining to the required tasks.  Methodology is often 
     contradictory, depending on the section one reads.  There is, 
     throughout the proposal, reliance on a 'yet-to-be' developed 
     [automated data processing] Base and Management System  (TIMS).  
     Base personnel reductions are tied to it in the out-years.  The 
     lack of clarity makes you wonder what we (TEXCOM) are really 
     going to get with the overall proposal.  There is high risk of 
     incurring additional government cost by maintaining [DELETED]."  
     [Emphasis in original.]

The final evaluation report presented to the SSA restated almost 
verbatim the concerns quoted above, although it restated the 
"significant risk of mission accomplishment" as "a risk to mission 
accomplishment" and restated the "high risk of incurring additional" 
cost as "a moderate risk of incurring additional cost."  

PRC alleges that this altering of the risk by the SSEB Chairman was 
improper and unreasonable because it did not accurately reflect the 
degree of risk determined by the evaluators, and that this significant 
risk in TESCO's proposal, if properly considered, would have indicated 
that award should be made based on PRC's higher-rated proposal.

Source selection officials, which includes officials at an 
intermediate level, are not bound by the recommendations or evaluation 
judgments of lower-level evaluators, even though the working level 
evaluators may normally be expected to have the technical expertise 
required for such evaluations.  Loral Aeronutronic, B-259857.2; 
B-259858.2, July 5, 1995, 95-2 CPD  para.  213; Benchmark Security, Inc., 
B-247655.2, Feb. 4, 1993, 93-1 CPD  para.  133.  The judgments of these 
officials are governed only by the tests of rationality and 
consistency with the stated evaluation criteria.  Loral Aeronutronic, 
supra; Benchmark Security, Inc., supra.

The chairman of the management committee stated that, in their risk 
assessment, the evaluators combined their concerns about TESCO's 
leveraged workforce and [DELETED], together with their concerns about 
TIMS.  The consensus discussion revealed that the evaluators did not 
completely understand these elements of the BAFO and became frustrated 
with TESCO's presentation of them in its BAFO and this frustration 
resulted in the high risk assessment.  Tr. 142-147.  As the 
evaluators' comments were reviewed by higher-level selection officials 
in the SSEB and the SSAC, the evaluated risk was not considered as 
significant as the management committee had evaluated.  Tr. at 
268-269, 300-301.  

As discussed below, our review indicates that the higher evaluation 
officials reasonably based their reevaluation of the risks associated 
with these aspects of TESCO's proposal on actual knowledge, and we 
cannot say that their downplaying of this risk was unreasonable.  

First, TESCO's leveraged workforce concept involves the [DELETED].  
TESCO's BAFO refers to the category of personnel identified by the RFP 
to be dedicated full-time to provide "base" services common to 
supporting the TSC contract as "base personnel."  The RFP also 
identified a category of personnel to be hired on a temporary basis as 
needed to perform specific test services; TESCO's BAFO refers to this 
category of personnel as "augmentee personnel."  The cost of base 
personnel is funded by TEXCOM's base funds, whereas the cost of 
augmentee personnel is funded by the specific test funds of the 
respective test under which the augmentee personnel are hired.  Tr. at 
90, 153.  

TESCO's BAFO identifies, as a potential problem arising from this 
dual-category workforce, the lack of [DELETED].  In response to this 
potential problem, TESCO proposed [DELETED]."  (Emphasis in 
original.)[6]

TESCO's description led the management committee to conclude that 
TESCO might be attempting to deceive the agency into believing that 
TESCO would give the agency "some free people"--i.e., that the agency 
would receive [DELETED] at no cost under the contract--and the 
evaluators knew that "there is no free lunch."  Tr. at 143, 146.  
There was also concern that the [DELETED] would result in the 
contractor's "mak[ing] work in order to keep these people on" the 
payroll when their test projects were complete, thus increasing the 
cost to the government.  Tr. at 71-75.

The SSEB downplayed this risk, however, as it was familiar with 
TESCO's leveraged workforce concept because TESCO had implemented the 
concept under the current contract and it had been working well.  Tr. 
at 312-316.  The SSEB also was aware of strong cost controls in place 
which made it almost impossible for contractors to increase costs by 
fabricating work to keep idle personnel employed.  Tr. at 355-358.  We 
see nothing improper with this SSEB approach.  Evaluators and source 
selection officials generally may consider their own past knowledge 
and experience with offerors in evaluating proposals and do not always 
have to limit their evaluation to the four corners of the proposal.  
Coe-Truman Technologies, Inc., B-257480, Sept. 12, 1994, 94-2 CPD  para.  
136.  Moreover, our review of TESCO's BAFO shows that although the 
leverage workforce concept was difficult to understand, it clearly 
indicates that TESCO was not proposing free personnel.  Accordingly, 
the SEEB could reasonably conclude that the risk associated with 
TESCO's leveraged workforce plan was not as significant as it was 
initially evaluated.  

With regard to the other major concern of the management committee, 
TESCO's BAFO also proposed, as an option, TIMS, an automated 
management information system that would integrate the various 
existing databases and permit both contractor and government personnel 
to retrieve information using this integrated computerized system.  
Currently, the contractor must retrieve such information directly from 
contractor-maintained databases and provide it to agency personnel on 
a periodic basis in the form of reports.  Tr. at 131-136.  TESCO's 
BAFO included a detailed discussion of the proposed architecture and 
implementation schedule for TIMS.  TIMS would be based on integrating 
commercial-off-the-shelf (COTS) and existing database software and 
tailoring it to the specific needs of TEXCOM.  The proposed system was 
divided into 10 modules which would share a common database and could 
be developed and implemented separately.  The proposed implementation 
plan was 11 months from the contract start date.  Since TESCO's BAFO 
emphasized the use of TIMS and cited efficiencies that would result 
from its use, the evaluators were concerned that TIMS was not yet 
developed, that a risk existed that TIMS could not be developed as 
quickly as proposed, and that the BAFO did not provide much 
information about contract performance in the event TIMS were not 
developed on time.  

However, here too the SSEB members (and SSA) were somewhat familiar 
with the TIMS automation system, as the COTS software had been 
demonstrated for the agency at a presentation given by a vendor upon 
the request of TESCO under the incumbent contract.  Since the system 
was highly dependent on COTS components, it did not have the 
significant development risks of an entirely undeveloped system.  Tr. 
at 268-270, 279-288, 291-293, 303-306.  Also, TESCO's BAFO's 
explanation of TIMS stated that the system was based on tailoring COTS 
software to the needs of TEXCOM, that this design was complete on five 
of the ten modules proposed, that a pilot module had been implemented, 
and that a prototype of a second module had been completed--this 
evidences that there is not much additional development needed and 
thus no significant development risk.[7]   

Thus, we find that the reduction of the degree of risks in the final 
evaluation report was not unreasonable because this adjustment was 
based upon actual experience and a reasonable understanding of TESCO's 
BAFO.  Moreover, although the degree of risks was reduced in this 
report, the original basis for the risks was fully stated in the 
report and the original ratings and scores of the evaluators remained 
unchanged; therefore, the report did not present misleading 
information to the SSA.

PRC next alleges that the rating of "good" given to TESCO for the 
management sub-subfactor, organization and staffing, was unreasonably 
high because the evaluators' narrative comments noted only 
disadvantages under this sub-subfactor.  However, as discussed above, 
under the rating scale used here, some deficiencies must exist for a 
proposal to receive a "marginal" rating.[8]  Since the evaluators did 
not find any deficiencies under this sub-subfactor, their ratings 
should not have been any lower than "good" on the SSP scale.[9]  
Moreover, this sub-subfactor falls under the resourcing subfactor, 
which also received a rating of "good", as well as a numerical score 
of 80--the lowest possible score for a "good" rating.  Since the 
management committee found no other disadvantages, one advantage, and 
no deficiencies under the other sub-subfactors of this subfactor, we 
think that the relatively low subfactor score reasonably reflects the 
disadvantages evaluated in TESCO's BAFO under the sub-subfactor.  

PRC also alleges that the evaluation of TESCO's proposal concerning 
the 
Mobile Army Instrumentation Suite (MAIS) was unreasonable.  
Specifically, PRC states that the original technical committee found a 
deficiency in TESCO's MAIS staffing in its initial proposal,[10] and 
alleges that the management committee's evaluation of TESCO's BAFO 
indicates that the deficiency remains and that TESCO's rating should 
be lower.  We disagree.

MAIS is a significant instrumentation system developed by another 
contractor.  The MAIS development contract includes support services 
that, upon expiration of the MAIS contract, will be transferred to 
this contract.  In evaluating MAIS, the evaluators determined whether 
an offeror clearly proposed to handle it under the same approach 
proposed for other support services.  The overall evaluation for a 
proposal was adjusted only to the extent this portion of the proposal 
enhanced or degraded the overall proposal.  Tr. at 248-260, 387-398. 

The technical committee's evaluation of TESCO's initial proposal 
considered that the proposed use of [DELETED] personnel to provide 
MAIS support services was inadequate and that this was a deficiency.  
TESCO was advised of this deficiency during discussions and increased 
its MAIS staffing to [DELETED] personnel [DELETED].  

The management committee's evaluation of MAIS in TESCO's BAFO 
identified as a disadvantage TESCO's failure to identify all of the 
[DELETED] positions proposed in the job descriptions, or any of these 
positions in the skills cross-reference chart, both of which were part 
of the management and technical proposals.  The management committee 
stated:

     ". . .  These dichotomies made it impossible to evaluate the 
     proposed staffing for MAIS.
        IMPACT:  There is a risk to the Government that MAIS will not 
     be adequately staffed.  In any case, the Management Committee is 
     not technically competent to make a determination as to the 
     correctness of the manning and defers that determination to the 
     Technical Committee."  [Emphasis in original.]

Our review of the technical proposal in TESCO's BAFO shows that it 
contains a detailed explanation of the proposed MAIS staffing.  The 
explanation specifically identified the staff positions; these staff 
positions were included in the job descriptions and the skills 
cross-reference charts.  While it is true that the MAIS staffing is 
more difficult to follow in the management proposal, the technical 
proposal's explanation was specifically referenced in the management 
proposal.  The management and technical committees thus had sufficient 
information upon which to determine the adequacy of TESCO's proposed 
MAIS staffing.  The technical committee, to which the management 
committee deferred, did not identify a deficiency in staffing in its 
consensus evaluation.[11]  The final evaluation report, although it 
stated the management committee's concern, did not identify any 
deficiencies in TESCO's proposal and the protester has not shown this 
to be unreasonable based on TESCO's proposal.

In sum, PRC has not shown that the evaluation of proposals was 
unreasonable or unsupported. 

SOURCE SELECTION DECISION ISSUES

PRC alleges that the SSA's selection decision is unreasonable 
essentially because it is a superficial analysis that does not apply 
the relative weight of the evaluation factors stated in the RFP.  PRC 
specifically complains that the SSA did not give adequate 
consideration to the fact that PRC's BAFO was higher rated than 
TESCO's, but placed too much importance on cost, the least weighted 
evaluation factor, in selecting TESCO.

In a negotiated procurement with a best value evaluation plan, point 
scores and adjectival ratings are only guides to assist contracting 
agencies in evaluating proposals; they do not mandate automatic 
selection of a particular proposal.  Grey Advertising, Inc., 55 Comp. 
Gen. 1111 (1976), 76-1 CPD  para.  325; Harris Corp.; PRC, Inc., B-247440.5; 
B-247440.6, Aug. 13, 1992, 92-2 CPD  para.  171.  Source selection officials 
have broad discretion in determining the manner and extent to which 
they will make use of the technical and cost evaluation results 
subject only to the tests of rationality and consistency with the 
evaluation criteria.  Grey Advertising, Inc., supra; A & W Maintenance 
Servs., Inc.--Recon., B-255711.2, Jan. 17, 1995, 95-1 CPD  para.  24.  An 
agency properly may award to a lower rated, lower cost offeror, even 
if cost is the least important evaluation factor, if it reasonably 
determines that award to the higher cost offeror is not justified 
given the level of technical competence available at the lower cost.  
Calspan Corp., B-255268, Feb. 22, 1994, 94-1 CPD  para.  136.  Even where a 
source selection official does not specifically discuss the 
cost/technical tradeoff in the source selection decision, we will not 
object if the tradeoff is reasonable based on the record before our 
Office.  Lloyd-Lamont Design, Inc., B-270090.3, Feb. 13, 1996, 96-1 
CPD  para.  71.

Here, although the SSA's tradeoff analysis between PRC's and TESCO's 
BAFOs was minimally documented, the basis for his selection is 
reasonable and consistent with the RFP evaluation scheme.  The SSA 
acknowledged that PRC's BAFO received the highest ratings in all 
areas, but determined that neither PRC's proposal's overall 
superiority in the technical, management and past performance areas, 
nor any other particular advantage in PRC's proposal, warranted paying 
the associated additional cost.  We find no evidence in the record 
that belies the reasonableness of the SSA's judgment in this regard.  

For example, under the technical factor, the most important factor, 
both BAFOs were rated "excellent" with only one point separating them.  
Under the next factor, management, both BAFO's received the same 
"good" ratings and the difference in point scores, although larger 
than under the technical factor, appears, as discussed above, to arise 
from the evaluators having difficulty in understanding a few elements 
of TESCO's proposal, as opposed to their identifying any substantive 
weakness in these elements.[12]  Under past performance, where PRC was 
rated "superior" on all the subfactors, TESCO was rated "superior" on 
technical/quality performance and "good" in every other area, and both 
offerors were evaluated as having low performance risk.  

In attacking the source selection, PRC essentially asserts that, based 
upon comments of the evaluators (discussed above), TESCO's BAFO should 
have been rated lower than it actually was.  However, as discussed 
above, the evaluators' comments referenced by PRC were not indicative 
of any major weaknesses in TESCO's capabilities and proposed 
management and technical approach that demonstrated that TESCO's BAFO 
was significantly inferior to PRC's; indeed, in some cases, the 
evaluators' negative comments regarding TESCO's proposal were 
overstated and reasonably modified by higher level officials.  PRC 
does not identify any other significant technical or management 
differences not considered above or in the evaluation to discriminate 
between these BAFOs, nor does it identify any particular strengths, 
advantages, or innovations in PRC's proposal that would justify the 
cost premium in making award to PRC. 

In short, we think the record establishes that the SAA viewed PRC's 
technical superiority as minimal and therefore not worth the $2.4 
evaluated cost difference between the PRC and TESCO proposals.  Under 
these circumstances, we find nothing improper in the SSA selection of 
the lower cost, slightly lower-rated proposal, notwithstanding the 
lesser weight of cost under the RFP evaluation scheme.  See Calspan 
Corp., supra. 

PRC's claims that the SSA's source selection decision placed undue 
weight on the evaluated innovations in TESCO's BAFO.  However, the 
record indicates that the SSA only considered these innovations in his 
tradeoff analysis between the BAFOs of TESCO and the third offeror 
after he had determined that PRC's BAFO proposed nothing in excess of 
TESCO's to offset the higher cost.  Tr. at 370-371.  There is thus no 
basis for finding that undue consideration was given to TESCO's 
innovations.[13]

PRC also claims that the SSA improperly relied on a dissenting opinion 
of a technical evaluator to reduce the significance of PRC's higher 
technical score.  This contention has no merit.  The record confirms 
that one technical evaluator could not agree to the consensus 
evaluation of PRC's BAFO and filed an opinion for the record opposing 
the high consensus rating and score given to PRC's BAFO; the opinion 
stated that the BAFO only warranted a technical rating of "good" and a 
score of 89.  The SSA made his initial selection of TESCO's BAFO over 
PRC's based on the consensus technical rating/score.  When he was 
briefed on the dissenting opinion and saw that, if valid, it would 
only support lowering PRC's score, he concluded that it had no effect 
on the decision; the SSA "did not concern [himself] with the 
dissenting opinion."  Tr. at 369-370, 378-381.  

OTHER EVALUATION/DISCUSSIONS ISSUES

PRC raises other sundry issues concerning evaluations or discussions, 
none of which provides a basis to sustain its protest.  Specifically, 
PRC alleges that its BAFO's MPC was incorrectly calculated.[14]  
Although we believe PRC's contentions in this regard lack merit, the 
SSA, subsequent to this protest, issued a sworn statement explaining 
that, even disregarding the MPC evaluation, there was no substantive 
difference between proposals that would warrant award to PRC, 
considering the somewhat smaller but still significant difference in 
proposed costs reflected in the BAFOs.  This statement was not 
contradicted in the SSA's hearing testimony and has not been otherwise 
shown by PRC to be unreasonable or inconsistent with the RFP.  Thus, 
the alleged errors in the MPC evaluation, even if assumed to exist, 
did not prejudice PRC.

Another example is PRC's allegation that the agency did not conduct 
meaningful discussions in that it did not advise PRC that it failed to 
propose a lead mechanic.  The record shows that this was only a minor 
issue in PRC's evaluation; it was not a deficiency and its effect on 
PRC's evaluation, if any, was negligible.  This is not sufficient 
evidence to show that discussions were not meaningful.  See Stone & 
Webster Eng'g Corp., B-255286.2, Apr. 12, 1994, 94-1 CPD  para.  306.

UNFAIR COMPETITIVE ADVANTAGE

PRC alleges that TESCO received an unfair competitive advantage in 
this competition by means of DynCorp's employing the former commanding 
officer of OPTEC, Major General (Retired) Robert B. Rosenkranz, to 
help prepare TESCO's proposal.  

OPTEC, which is headquartered in Washington, D.C., is divided into two 
major supporting commands:  TEXCOM, located in Fort Hood, Texas, and 
the Operation Evaluation Command, located in Washington, D.C.  Tr. at 
423-424.  Most of the contracting activities for OPTEC, including this 
procurement, are performed by the OPTEC Contracting Activity (OCA), 
which is located at Fort Hood with TEXCOM.  OCA is under a split 
command:  While the head of OCA reported on staff supervision issues 
directly to the General's chief of staff, OCA's contracting activities 
are supervised by AMC's Test and Evaluation Command in Aberdeen 
Proving Ground, Maryland.  Tr. at 426-429.

General Rosenkranz was assigned to the OPTEC command in 1992.  Tr. at 
429-430.  In an internal memorandum dated January 6, 1995, General 
Rosenkranz advised Army officials that he "may possibly negotiate 
employment with [DynCorp]" and that he was therefore disqualified from 
"participation in any official matter that will have a direct and 
predictable effect on the financial interests of [DynCorp]."  On March 
8, General Rosenkranz submitted to the Army Standards of Conduct 
Office a request for an ethics opinion advising him of any 
post-government employment restrictions which would apply to him.  
This request included an ethics questionnaire completed by the General 
which disclosed that he was seeking employment with DynCorp, the 
DynCorp official with whom he had contact, his proposed job 
responsibilities at DynCorp, and information about his participation 
in procurements over the previous 2 years as a government employee.  
By letter of March 16 to General Rosenkranz, the ethics attorney 
stated that he had concluded that the General was not a "procurement 
official" under the Office of Federal Procurement Policy (OFPP) Act, 
41 U.S.C.  sec.  423 (1994), and was thus not subject to the applicable 
post-employment restrictions.[15]  The letter identified other 
post-employment restrictions that were applicable under other 
statutes.  

General Rosenkranz's employment with DynCorp began in July 1995.  As 
part of his job responsibilities at DynCorp, he participated in the 
preparation of TESCO's proposal.  Tr. at 491-496.

The protester's allegations concern procurement-related information 
which was not disclosed to the ethics attorney at the time he issued 
his opinion finding that General Rosenkranz was not a procurement 
official.  PRC essentially asserts that General Rosenkranz was in fact 
a procurement official for this procurement while he was serving as 
commanding officer for OPTEC and/or that he violated various 
post-government employment restrictions.  PRC also alleges that 
General Rosenkranz had access to source selection sensitive 
information pertaining to this procurement and/or proprietary 
information of DynCorp's competitors, and that he or other TESCO 
personnel used such information in the preparation of TESCO's 
proposal.  Based on these allegations, PRC contends that TESCO had an 
unfair competitive advantage under this procurement and must be found 
ineligible for award.

Contracting agencies are to avoid any conflict of interest or even the 
appearance of a conflict of interest in government-contractor 
relationships.  FAR  sec.  3.101-1; Guardian Technologies Int'l, B-270213 
et al., Feb. 20, 1996, 96-1 CPD  para.  104.  A contracting officer may 
protect the integrity of the procurement system by disqualifying an 
offeror from the competition where the firm may have obtained an 
unfair competitive advantage, even if no actual impropriety can be 
shown, so long as the determination is based on facts and not mere 
innuendo or suspicion.  NKF Eng'g, Inc., 65 Comp. Gen. 104 (1985), 
85-2 CPD  para.  638; Holmes & Narver Servs., Inc./Morrison-Knudson Servs., 
Inc., et al., B-235906; B-235906.2, Oct. 26, 1989, 89-2 CPD  para.  379; 
Laser Power Technologies, Inc., B-233369; B-233369.2, Mar. 13, 1989, 
89-1 CPD  para.  267.  Our review is to determine whether the agency has a 
reasonable basis for its decision to allow an offeror to compete in 
the face of an allegation of an apparent conflict of interest.  Holmes 
& Narver Servs., Inc./Morrison-Knudson Servs., Inc., et al., supra.  

The issue of whether an individual violated procurement integrity 
standards is not determinative in a protest of an award to that 
individual's employer; the question is whether an offeror may have 
prepared its proposal with knowledge of inside information, regardless 
of whether the information was actually obtained or used, sufficient 
to establish a strong likelihood that the offeror gained an unfair 
competitive advantage in this procurement.  Guardian Technologies 
Int'l, supra.  To resolve this question, we typically consider all 
relevant information, including whether (in cases such as this) the 
former government employee had access to competitively useful inside 
information, as well as whether the former government employee's 
activities with the firm were likely to have resulted in a disclosure 
of such information.  Physician Corp. of Am., 270698 et al., Apr. 10, 
1996, 96-1 CPD  para.  198; Guardian Technologies Int'l, supra.

The specific information in the record before us which General 
Rosenkranz had reviewed as commanding officer of OPTEC, from which PRC 
alleges TESCO would have gained an unfair competitive advantage are:  
(1) an undated document entitled "acquisition plan" for this 
procurement; (2) a December 15, 1994, letter from TEXCOM, sent through 
General Rosenkranz, to Aberdeen nominating an SSA for this 
procurement; (3) a March 15, 1995, presentation given by Research 
Analysis and Maintenance, Inc. (RAM) (PRC's proposed subcontractor on 
this RFP) at OPTEC; and (4) meetings of the Test Integration Working 
Group (TIWG).  Based on our review, we conclude that none of the 
information contained in these documents or meetings would have given 
TESCO an unfair competitive advantage on this RFP.

The acquisition plan is a 29-page document with an attached signature 
page which included the signature of General Rosenkranz.  The 
signature page shows that the plan was approved by AMC, and that 
General Rosenkranz, as well as officials at TEXCOM and OCA, concurred 
in that decision.  The December 15 letter nominated a person for the 
SSA position; however, this was not the person who ultimately served 
as the SSA.  The General signed his initials next to his name and 
address at the beginning of this letter.  The dates corresponding to 
the signature and initials indicated that the General signed both of 
these documents on December 22.  

General Rosenkranz stated that he does not recall seeing either of 
these documents prior to being shown them during this protest, and 
thus he did not disclose his concurrence on them to the Army ethics 
attorney who found he was not a procurement official.  Tr. at 445, 
450, 457.  He stated that the contracting function was not under his 
command and that he normally did not receive documents related to the 
contract function.  Tr. at 428-429, 440-441.  He speculated that these 
documents were sent to him as a package to show that OCA was acting on 
his previous advice that the SSA appointed for procurements should not 
always be the director of OCA.  Tr. at 457-458.  In any event, since 
it was not related to his command responsibility, he stated that he 
would have paid little attention to these documents.  Tr. at 460.

The General's testimony in regard to these documents seems credible.  
His description of his responsibilities revealed that a large volume 
of paperwork associated with his command function crossed his desk.  
Tr. at 438-439, 442-444.  His testimony explaining that he did not 
recall the documents is thus consistent with this workload.  

More importantly, though, the content of these documents could not 
have been competitively useful in this competition.  The acquisition 
plan, although a procurement planning document, was not marked as 
source selection material not to be released outside of the agency.  
Instead, the document was a general overview of the process which 
largely addressed information that would be in the solicitation, such 
as a description of the services to be acquired and the applicable 
regulatory provisions, contract clauses and standard forms.  The only 
information of a nature which arguably would be competitively 
sensitive is the cost estimate included in the plan.  However, this 
preliminary estimate varied considerably from the government estimate 
ultimately used for the procurement.  We fail to see how outdated cost 
information could be of value here.  Nor does PRC identify anything in 
TESCO's BAFO which would support a conclusion that TESCO used this 
information.

As for the identity of the person nominated for SSA in the December 15 
letter, this information had no competitive value because a different 
person actually served as SSA.  There is no evidence that the General 
was ever notified of the appointment of the ultimate SSA.

The March 15, 1995, presentation by RAM was arranged by PRC.  It was 
held at OPTEC and the General attended.  Tr. at 468-469.  However, the 
subject matter addressed RAM's modeling and simulation capabilities 
and their application to testing and evaluation.  Modeling and 
simulation was not part of this protested procurement.  Nor was it a 
part of either TESCO's or PRC's proposal.  

The TIWG established the tests that would be performed over a 5-year 
period with emphasis on the first 2 years.  Tr. at 525-527.  General 
Rosenkranz was the TIWG chairman.  Tr. at 526.  He last participated 
in the TIWG in May 1995.  Tr. at 526.  The 5-year test plan in the RFP 
was dated March 1995.  Thus, General Rosenkranz had access to slightly 
more current test information than would an offeror reading the RFP.  
He stated that, although the TIWG at his level of command met 
approximately every 6 months, the lower levels of the TIWG had to meet 
constantly because the test schedule was always changing.  Tr. at 
525-531.  

Initial proposals on this RFP were submitted nearly a year after the 
General's last TIWG meeting.  Based on the ever-changing test 
environment, neither the information at the May TIWG meeting nor the 
RFP March test schedule was likely to accurately represent the actual 
test requirements.  Nor does it appear that any test schedule at any 
point in time was likely to remain accurate for long.  Under the RFP, 
offerors were not expected to anticipate the actual test schedule, but 
rather to demonstrate an understanding of the demands of the test 
schedule stated in the RFP.  Thus, preparing a proposal based on a 
test schedule different from that stated in the RFP would have no 
advantage; to the contrary, an offeror using a different test schedule 
could be evaluated as having a poor understanding of the stated 
solicitation requirements.

As indicated, none of the above referenced information has competitive 
value.  Moreover, General Rosenkranz has testified that he had no 
knowledge of any source selection or procurement sensitive information 
relating to this procurement.  In sum, nothing in the record evidences 
that TESCO gained an unfair competitive advantage from employing 
General Rosenkranz.[16]

Nevertheless, PRC alleges that an appearance of impropriety exists 
here, and this is sufficient to disqualify TESCO from the competition.  
We disagree.  While the disqualification of an offeror need not be 
based on actual impropriety, it must be based on more than mere 
innuendo or suspicion.  NKF Eng'g, Inc., supra; Holmes & Narver 
Servs., Inc./Morrison-Knudson Servs., Inc., et al., supra; Laser Power 
Technologies, Inc., supra.  Even assuming that TESCO's employment of 
the commanding officer of OPTEC and the use of his services in the 
preparation of a proposal submitted to one of his prior subcommands 
just months after his retirement may raise some suspicion of 
impropriety, a person's familiarity with the type of work required 
resulting from the person's prior position in the government is not, 
by itself, evidence of an unfair competitive advantage.  Physician 
Corp. of Am., supra.  Nothing in the record before us provides factual 
evidence about information which could have been conveyed to TESCO to 
give it an unfair competitive advantage.  Compare Guardian 
Technologies Int'l, supra (sufficient evidence of access to 
competitively sensitive inside information) with Physician Corp. of 
Am., supra (insufficient evidence of access to competitively sensitive 
inside information).

The protest is denied.

Comptroller General
of the United States

1. TESCO's joint venture partners are DynCorp, COMARCO, and EWA 
Services, Inc.  DynCorp is the managing partner.

2. The SSP also stated that past performance would be rated as either 
superior, good, adequate, inadequate, or not applicable, and 
performance risk would be assessed as either high, moderate, low, or 
unknown.

3. No deficiencies were found in any of the BAFOs here.

4. There are some inconsequential variations between the rating 
definitions stated in the SSP and the workbooks. 

5. To the extent PRC alleges that the rating and scoring scales are 
unreasonable or improper, the protest is untimely because the rating 
and scoring scales were stated in the SSP, which PRC received as part 
of the agency report on October 28, and PRC did not raise this issue 
until its December 30 comments on the hearing, long after the 10-day 
period for filing protests had expired.  Bid Protest Regulations,  sec.  
21.2(a)(2), 61 Fed. Reg. 39039, 39043 (1996) (to be codified at 4 
C.F.R.  sec.  21.2(a)(2)).

6.[DELETED]

7. Although the evaluators considered TESCO's proposal of TIMS to be a 
risk, they also considered it an innovative approach and evaluated it 
as an advantage, assuming it was implemented as proposed.  Indeed, the 
final evaluation report stated this as one of TESCO's two innovations:

            "The innovation of TIMS adds to the overall excellent 
            concept of what is required.  Successful implementation 
            has the benefit of adding increased productivity and 
            improved efficiency."  

PRC alleges that TESCO received an unfair competitive advantage as the 
result of development of TIMS commencing under TESCO's incumbent 
contract.  The implication in the protester's filings on this issue is 
that the agency directed TESCO to develop this system under the 
incumbent contract during the competition for the protested contract 
with the intention of conveying a competitive advantage upon TESCO.  
However, to the extent work on TESCO's management information system 
began under the prior contract, there is no evidence to suggest that 
it was ordered to give TESCO a competitive advantage or that it is 
outside the scope of the incumbent contract.  Any advantages which 
TESCO may have received by performing under the incumbent contract are 
not "unfair" and the agency is not required to eliminate such 
advantages of incumbency from the competition.  Versar, Inc., 
B-254464.3, Feb. 16, 1994, 94-1 CPD  para.  230.

8. The SSP stated that a proposal receiving a "marginal" rating "does 
not meet all of the requirements."  The technical and management 
evaluator workbooks both state that such a proposal "has some 
deficiencies."

9. Notwithstanding that one agency witness also stated that TESCO's 
proposal should be rated "poor" if only disadvantages were noted, Tr. 
at 22, the record otherwise shows the rating for this sub-subfactor 
was consistent with the rating plan employed.

10. The original members of the technical committee were replaced 
after initial evaluations for reasons unrelated to this protest.

11. Although the technical committee's narrative contained no 
documentation of the MAIS evaluation, the technical chairman stated 
that the technical committee did evaluate MAIS in TESCO's BAFO, 
reached consensus that there were no concerns, and thus did not 
prepare any narrative comments.  Tr. at 249-250.  We note that PRC's 
MAIS staffing ranged from [DELETED], depending on the option year, and 
thus never exceeded TESCO's proposed MAIS staffing level.  Since PRC's 
staffing level was not deficient, it is reasonable to conclude that 
TESCO's higher proposed staffing level would not be deficient either.

12. The chairman of the management committee characterized the 
evaluators as "wrapped around the axle" over their frustration with 
TESCO's method of presenting the leveraged workforce concept and TIMS.  
The evaluators mixed these points together and allowed it to shape 
their overall evaluation of TESCO's BAFO.  Tr. at 143-147.

13. To the extent PRC asserts that it was improper to evaluate 
innovations, or that identifying each innovation in addition to the 
numerical score or adjectival rating constituted double counting of 
evaluation criteria, the protest lacks merit.  The RFP specifically 
identified innovation as an evaluation criterion to be considered in 
rating proposals.  Also, identification of specific aspects of 
proposals which are the basis for the evaluations ratings/scores, such 
as the identification of innovations here, is proper in order to 
provide source selection officials with a basis in addition to 
ratings/scores upon which they may determine whether any meaningful 
differences exist between proposals.  Israel Aircraft Indus., Ltd., 
MATA Helicopters Div., B-274389 et al., Dec. 6, 1996, 97-1 CPD  para.  41.

14. For example, PRC alleges that the agency improperly applied 
general and administrative costs to the designated reimbursable costs 
in determining the MPCs of the BAFOs.

15. Under the OFPP Act, as implemented at Federal Acquisition 
Regulation (FAR)  sec.  3.104, a procurement official is a person "who has 
participated personally and substantially" in any of a list of 
specified activities for a particular procurement.  FAR  sec.  
3.104-4(h)(1).  A person who is found to be a procurement official for 
a particular procurement, for a period of 2 years, may not participate 
on behalf of a competing contractor in the negotiations for award of a 
contract under the procurement, nor participate in the performance of 
such a contract.  FAR  sec.  3.104-3(d)(1).

16. The Army Inspector General's office is currently conducting an 
investigation concerning [DELETED].  We note in this regard that PRC 
has also speculated that General Rosenkranz may have violated 18 
U.S.C.  sec.  207(c)(1) (1994), which prohibited him from contacting any 
officer or employee for 1 year after his retirement.  General 
Rosenkranz denies this allegation.  Since this is not a matter subject 
to our jurisdiction, we presume that the Inspector General's 
investigation will consider it.