BNUMBER:  B-275934 
DATE:  April 21, 1997
TITLE: Matter of:General Physics Federal Systems, Inc. 

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DOCUMENT FOR PUBLIC RELEASE
A protected decision was issued on the date below and was subject to a 
GAO Protective Order.  This version has been redacted or approved by 
the parties involved for public release.
Matter of:General Physics Federal Systems, Inc.

File:     B-275934

Date:April 21, 1997

William M. Weisberg, Esq., William T. Welch, Esq., and Monica C. Gray, 
Esq., Barton, Mountain & Tolle, for the protester.
Paul F. Khoury, Esq., and David A. Vogel, Esq., Wiley, Rein & 
Fielding, for EG&G Washington Analytical Services, Inc., an 
intervenor.
James I. Menapace, Esq., and E.J. Hong, Esq., Department of the Navy, 
for the agency.
Ralph O. White, Esq., and Christine S. Melody, Esq., Office of the 
General Counsel, GAO, participated in the preparation of the decision.

DIGEST

1.  Protester's contention that agency question and answer session 
constituted inadequate discussions with the protester--even though 
agency attempted to specify in solicitation that question and answer 
session following oral presentation would not constitute discussions, 
and specify that material discussed in question and answer session 
would be deemed unrelated to an offeror's proposal--need not be 
reached by our Office where the record shows that the protester cannot 
demonstrate a reasonable possibility that it was prejudiced by the 
agency's actions.

2.  Contention that agency unreasonably evaluated protester's proposal 
under the technical evaluation factor is denied where the record shows 
that the agency evaluation was reasonable and in accordance with 
stated evaluation criteria.

DECISION

General Physics Federal Systems, Inc. protests the award of a contract 
to EG&G Washington Analytical Services, Inc. pursuant to request for 
proposals (RFP) No. N00024-96-R-6430, issued by the Department of the 
Navy to procure technical and engineering support services for three 
Navy programs--the New Attack Submarine Program, the Submarine 
Electronics Systems Program, and the AN/BSY-2 Program.  General 
Physics argues that the Navy improperly held inadequate discussions 
with it, and that the agency's evaluation of General Physics's 
proposal was unreasonable.

We deny the protest.

BACKGROUND

The RFP, issued on June 28, 1996, anticipated award of a 
cost-plus-award-fee level-of-effort contract to the offeror whose 
proposal offered the best value to the government.  The RFP advised 
that in determining best value, the Navy would be willing to pay up to 
a 30 percent premium for a technically superior approach.

The RFP requested potential offerors to submit three types of 
information for review:  a proposal, technical information, and cost 
data.  The RFP provided precise definitions for each of these terms.  
An offeror's proposal was to consist of five discrete items:  (1) a 
completed standard form 33, entitled "Solicitation, Offer and Award"; 
(2) a completed section B from the RFP, entitled "Supplies or Services 
and Prices/Costs"; (3) a completed section K, entitled 
"Representation, Certifications, and Other Statements of Offerors"; 
(4) a Small, Small Disadvantaged, and Women Owned Small Business 
Subcontracting Plan; and (5) a list of key personnel names.  RFP at 
92-93.  No other information was considered part of an offeror's 
proposal.

The second type of information, technical, was to be provided in two 
parts, oral presentation slides and supplemental written information.  
RFP at 96-98.  The oral presentation slides were to include 
information on personnel experience, technical approach, management 
approach, and facilities and resources.  Under each of these subject 
areas additional elements were set forth in the RFP.  The supplemental 
information package was to include resumes for key personnel and 
specialists personnel, a subcontracting management plan, and 
information on corporate experience, past performance, and the 
offeror's workforce loading plan.  RFP at 98.  The third type of 
information to be provided was the offeror's cost data.  Although 
neither the technical information nor the cost data was considered 
part of an offeror's proposal, both were required to be submitted by 
the initial closing date.

Upon receipt of an offeror's submission--i.e., its proposal, technical 
information and cost data--the RFP advised that the agency would 
schedule an oral presentation to permit the offeror to explain the 
subject areas and elements addressed in the oral presentation slides.  
In addition, after the presentation of slides, offerors were required 
to respond to a sample task provided 2 days prior to the oral 
presentation.  After discussion of the sample task, offerors were 
required to participate in a question and answer session.  RFP at 96.

The RFP set forth the following four evaluation factors for assessing 
each offeror's proposal and technical information:
  
     Personnel experience/corporate experience/past performance
     Technical Approach
     Management Approach
     Facilities and Resources

The RFP further explained that the personal experience/corporate 
experience/past performance evaluation factor would be significantly 
more important than an offeror's technical approach; the technical 
approach and management approach factors would be of equal weight; and 
both the technical approach and management approach factors would be 
significantly more important than the facilities and resources factor.  
RFP at 132.

Finally, the RFP advised offerors that the Navy intended to award this 
contract without discussions.  With respect to the oral presentation, 
the RFP advised:

     "[t]he oral presentation and the question and answer session will 
     not constitute a part of the proposal, and the information 
     communicated thereby will not become a part of any contract 
     resulting from this RFP.  Neither the oral presentation nor the 
     question and answer session will constitute discussions, as 
     defined in [Federal Acquisition Regulation  sec. ] 15.601 and 15.610, 
     nor will they obligate the [g]overnment to conduct discussions or 
     to solicit or entertain any revisions to the offer or a best and 
     final offer."

RFP at 93.

By the July 30 closing date, the agency received submissions from 
three offerors, General Physics, EG&G and Booz-Allen Hamilton.[1]  
Upon receipt of the submissions, the technical information was 
distributed to the technical evaluation review panel (TERP), and the 
cost information to the cost analysis panel (CAP).

By letters dated August 2, each of the offerors was invited to provide 
oral presentations.  These letters advised that an invitation to make 
a presentation did not mean that the offeror had been determined to be 
in the competitive range.  They also reiterated the Navy's view that 
"neither the oral presentation nor the question and answer session 
will constitute discussions" and admonished offerors not to discuss or 
present any information contained in their proposals (as that term is 
defined in the RFP).  Navy's August 2 letters to the offerors.  
General Physics made its oral presentation on August 9, and the other 
two offerors made presentations shortly thereafter.  All presentations 
were attended by the members of the TERP and were videotaped.

During the course of the question and answer session, the Navy asked 
General Physics--and each of the other offerors as well--how many of 
the key personnel identified for this effort are also identified as 
key personnel on other Navy contracts, and had any of those other Navy 
offices agreed to release the key personnel identified here from their 
prior commitments.  When General Physics responded that [DELETED] 
percent of its identified key personnel were already committed as key 
personnel on other Navy contracts, and that it had not yet contacted 
the other Navy offices involved, the evaluators assigned a high risk 
rating under the evaluation factors for personnel experience/corporate 
experience/past performance and technical approach.  

On December 3, the TERP issued its report to the contract award review 
panel (CARP).  The TERP's report identified strengths, weaknesses, 
risks, deficiencies, cross-impacts, and omissions in each proposal.  
Strengths and weaknesses were described as major or minor; risks were 
described as high, medium, or low.  The TERP also assigned adjectival 
ratings of outstanding, good, satisfactory, or unacceptable to each of 
the evaluation factors.  At approximately the same time, the CAP 
provided its findings to the CARP, enumerating each offeror's proposed 
and evaluated costs.

On December 10 and 17, the CARP completed its review of the CAP's and 
TERP's findings, respectively, and assigned point scores to each of 
the offerors, concluding that only Booz-Allen and EG&G were in the 
competitive range.  The assigned scores and proposed and evaluated 
costs are set forth below:

     OFFEROR          SCORE         PROPOSED
                                      COSTS        EVALUATED
                                                     COSTS

      EG&G          [DELETED]       [DELETED]    $107,524,326

   Booz-Allen       [DELETED]       [DELETED]      [DELETED]

 General Physics    [DELETED]       [DELETED]      [DELETED]
The CARP concluded that EG&G's submission offered the best value to 
the government, and recommended award to EG&G.  On December 17, the 
Source Selection Authority accepted the CARP's recommendation, and the 
contract was awarded to EG&G on December 20.  This protest followed.

MEANINGFUL DISCUSSIONS

General Physics argues that the communication between it and the Navy 
during the question and answer portion of the oral presentation 
(regarding the availability of key personnel) constituted discussions.  
Thus, General Physics argues, the Navy was required to advise it of 
all weaknesses in its offer which had a significant adverse effect on 
the proposal's evaluation, and to permit it to submit a revised offer.

The Navy does not deny that if discussions are held they must be 
meaningful, or that upon conclusion of discussions all offerors must 
be permitted to submit best and final offers; rather, the Navy argues 
that the terms of the RFP here precluded any conclusion that 
discussions were held under these circumstances.  Specifically, the 
Navy first contends that no discussions occurred because the RFP 
expressly advised that the communications between the agency and 
offerors during the oral presentation would not constitute 
discussions.  In this regard, the Navy also contends that this 
challenge should be dismissed as untimely since the issue was apparent 
on the face of the RFP and should have been challenged prior to the 
date set for receipt of initial submissions.

The Navy also contends that the communication did not constitute 
discussions because the RFP defined proposals so narrowly that 
information about the availability of General Physics's key personnel 
was not proposal information, and thus the communication could not 
provide information essential for determining the acceptability of the 
proposal.  Accordingly, the Navy claims that none of the traditional 
indicia for determining whether discussions occurred can be present.

Given our conclusion--discussed in detail below--that General Physics 
was not prejudiced by the Navy's actions, we conclude that this is not 
the appropriate case for a substantive ruling on whether the question 
and answer session constituted discussions.  Until such time as this 
matter is raised by a party with a stake in the outcome, we will hold 
in abeyance our views on whether this approach is consistent with 
current statutory and regulatory requirements.

Our decisions sustaining protests that an agency held discussions with 
only one offeror--a scenario found in a minority of our meaningful 
discussions cases, which usually present distinctions between 
clarifications and discussions or challenges to the adequacy of 
discussions the agency intended to hold--have generally focused on the 
inherent unfairness of agency actions that fail to provide 
unsuccessful offerors the same opportunity as the awardee to improve 
their relative standing in a negotiated competition.  Raytheon Co., 
B-261959.3, Jan. 23, 1996, 96-1 CPD  para.  37, at 11-12; Paramax Sys. 
Corp.; CAE-Link Corp., B-253098.4; B-253098.5, Oct. 27, 1993, 93-2 CPD  para.  
282, at 6.  In such cases, we generally conclude that if the protester 
had been given the opportunity to address evaluator concerns during 
discussions it would have submitted a materially revised proposal, and 
the outcome of the competition might have been changed.  Raytheon Co., 
supra, at 12, n. 11.

While this is the remedy General Physics seeks here, when the 
protester itself is the entity with which the agency held discussions, 
the record will often demonstrate that the protester was not treated 
unfairly, and was not prejudiced vis-a-vis the awardee, because the 
protester is the entity that was afforded an opportunity not made 
available to other offerors.   See The Winkler Co., B-252162, June 8, 
1993, 93-1 CPD  para.  444, at 7; Planning Research Corp., B-237201; 
B-237201.3, Jan. 30, 1990, 90-1 CPD  para.  131, at 5-6; Southwestern Bell 
Tel. Co.; Northern Telecom, Inc., B-200523.3 et al., Mar. 5, 1982, 
82-1 CPD  para.  203, at 24-25.  Even though we recognize that an 
opportunity to submit a revised proposal often has the potential to 
change the outcome of a competition, Raytheon Co., supra, without such 
a showing of unfairness or unequal treatment in the conduct of the 
negotiations, we will not sustain a protest and recommend submission 
of revised proposals.[2]  See The Winkler Co., supra; Planning 
Research Corp., supra; Southwestern Bell Telephone Co.; Northern 
Telecom, Inc., supra.  

During the course of the question and answer session that occurred at 
the oral presentations here, the record shows that the Navy followed 
the procedures it advertised in its solicitation, and did not deviate 
from those procedures in any way.  The Navy convened one oral 
presentation with each offeror, with three discrete parts:  a detailed 
technical presentation, a presentation in response to a sample task, 
and a question and answer session.  No additional communications 
occurred, and at the end of the oral presentation--as stated in the 
RFP--the Navy proceeded with its initial evaluation, did not open 
formal discussions, and did not request revised proposals.  Under 
these circumstances, we cannot conclude that General Physics was 
deprived of equal treatment, given that the exchange that occurred 
during the question and answer session was, in effect, an opportunity 
for General Physics--even though the result of the opportunity was a 
decrease in its likelihood of award.  Since there is no unfairness 
associated with the exchange here--which could have resulted in an 
improvement in the protester's competitive position--we cannot 
conclude that the protester was prejudiced by the agency's actions.  
See The Winkler Co., supra.; Emerson Elec. Co., B-213382, Feb. 23, 
1984, 84-1 CPD  para.  233, at 4-5.

TECHNICAL EVALUATION

Approximately 4 months after General Physics's oral presentation, the 
TERP prepared its December 3 report to the CARP and concluded that the 
company's submission was technically unacceptable.  Based on this 
conclusion, General Physics was excluded from the competitive range 
shortly before award for purposes of computing the 30 percent best 
value tradeoff set forth in the RFP.

General Physics argues that many of the conclusions of the evaluation 
panel were improper and contends that the agency unreasonably 
considered its proposal technically unacceptable.  In considering a 
protest against an agency's evaluation of proposals, we will examine 
the record to determine whether the agency's judgment was unreasonable 
and consistent with stated evaluation criteria and applicable statutes 
and regulations.  ESCO, Inc., 66 Comp. Gen. 404, 410 (1987), 87-1 CPD  para.  
450, at 7.

We have reviewed each of these claims and we find that the agency 
reasonably concluded that the proposal was technically unacceptable.  
For purposes of illustration, we will discuss two of these issues--the 
Navy's finding that the proposal presented high risk under the 
personnel experience/corporate experience/past performance evaluation 
factor because [DELETED] percent of its key employees were currently 
identified as key employees on other Navy contracts; and the major 
weakness cited under the same evaluation factor because [DELETED] 
percent of the key employees did not meet the experience requirements 
in the RFP.

In arguing that the Navy acted unreasonably in assigning a high risk 
because [DELETED] percent of General Physics's key personnel were 
already committed as key personnel on other Navy contracts, General 
Physics claims that the agency applied an unstated evaluation 
criterion.  While a quick review of the RFP verifies General Physics's 
claims that there was no separate requirement that an offeror identify 
only key personnel not committed to other contract efforts, we view 
the agency's consideration of the availability of such personnel as 
reasonably related to a comprehensive assessment of this factor.  In 
addition, we fail to see how the Navy's assignment of risk under this 
factor can be termed unreasonable.  With [DELETED] percent of General 
Physics's personnel committed elsewhere, award to General Physics 
would have risked either massive personnel substitutions on this 
effort or significant disruption to other Navy efforts.  Under this 
circumstance, we find the Navy reasonably assigned a high risk under 
this factor. 

General Physics also argues that the Navy unreasonably assigned its 
submission a major weakness under the personnel experience/corporate 
experience/past performance evaluation factor because the Navy 
concluded that [DELETED] percent of the company's key employees did 
not meet the experience requirements in the RFP.  The RFP here 
required that each resume include a brief discussion of how the 
individual meets the position requirements set forth in the labor 
category definitions.  RFP at 112.  As stated above, at the conclusion 
of their review, the evaluators found that [DELETED] percent of the 
key personnel resumes did not explain how those individuals met the 
solicitation's experience requirements.  The Navy also provided 
General Physics with a December 23 letter including a personnel matrix 
explaining in detail the basis for the Navy's conclusions.

In its initial protest to our Office, General Physics did not take 
issue with the Navy's specific findings, as explained in the December 
23 letter, but instead supplemented the materials it provided to the 
Navy with additional information about its key personnel in its 
response to the agency report.  In addition, the protester argues that 
these were mere informational deficiencies that could have been 
addressed with discussions.  Even if the informational deficiencies 
could have been addressed during discussions, the Navy was under no 
obligation to hold discussions here.  When an agency states its intent 
to award on the basis of initial proposals--or, in this case, initial 
submissions--offerors are required to provide in their initial 
proposals all of the information necessary to permit the agency to 
conclude that the proposal meets the solicitation's requirements.  
Norden Sys., Inc., B-255343.3, Apr. 14, 1994, 94-1 CPD  para.  257, at 7-8.  
Here, our review of the record shows nothing unreasonable about the 
Navy's assessments, and General Physics's approach of supplementing 
its submission in its comments to our Office provides no basis to 
conclude that the evaluation determination was unreasonable when made.

Given that the personnel experience/corporate experience/past 
performance evaluation factor was significantly more important than 
any other evaluation factor under the scheme set forth in the RFP, we 
conclude that the agency reasonably assessed a major weakness and high 
risk under this factor for General Physics's proposal.  Similarly, 
given these evaluation results, we see nothing unreasonable in the 
final decision that the General Physics's proposal was technically 
unacceptable.

The protest is denied.

Comptroller General
of the United States

1. Booz-Allen Hamilton has filed its own protest against this 
procurement, B-275934.2, which raises different issues from those 
raised by General Physics.  Since the Booz-Allen protest was filed 
here after the company first pursued an agency-level protest, it is 
not ready for resolution and will be the subject of a separate 
decision.  

2. Despite the protester's assertion to the contrary, this approach is 
consistent with our long-standing prejudice standard.  Our Office will 
not sustain a protest unless the protester demonstrates a reasonable 
possibility of prejudice, that is, unless the protester demonstrates 
that, but for the agency's actions, it would have had a substantial 
chance of receiving the award.  McDonald-Bradley, B-270126, Feb. 8, 
1996, 96-1 CPD  para.  54, at 3; see Statistica, Inc. v. Christopher, No. 
96-1148, slip op. ___ (Fed. Cir. Dec. 19, 1996).